Atlantica Sustainable Infrastructure plc

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021

Commission File Number 001-36487

Atlantica Sustainable Infrastructure plc(Exact name of Registrant as Specified in its Charter)

Not Applicable(Translation of Registrant’s name into English)

Great West House, GW1, 17th floorGreat West Road

Brentford, TW8 9DFUnited Kingdom

Tel.: +44 203 499 0465

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This Report on Form 6-K is incorporated by reference into the Registration Statement on Form F-3 of the Registrant filed with the Securities andExchange Commission on August 3, 2021 (File 333-258395).

ATLANTICA SUSTAINABLE INFRASTRUCTURE PLCTABLE OF CONTENTS

PagePART I – FINANCIAL INFORMATION Item 1 Financial Statements 8 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 3 Quantitative and Qualitative Disclosures about Market Risk 67 Item 4 Controls and Procedures 70 PART II – OTHER INFORMATION Item 1 Legal Proceedings 70 Item 1A Risk Factors 70 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 70 Item 3 Defaults upon Senior Securities 71 Item 4 Mine Safety Disclosures 71 Item 5 Other Information 71 Item 6 Exhibits 71 Signature 72

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Definitions Unless otherwise specified or the context requires otherwise in this quarterly report:

● references to “2020 Green Private Placement” refer to the €290 million (approximately $344 million) senior secured notes maturing in June 20,2026 which were issued under a senior secured note purchase agreement entered into with a group of institutional investors as purchasers of thenotes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources—Sources of Liquidity—2020 Green Private Placement”;

● references to “Abengoa” refer to Abengoa, S.A., together with its subsidiaries, unless the context otherwise requires;

● references to “ACT” refer to the gas-fired cogeneration facility located inside the Nuevo Pemex Gas Processing Facility near the city of

Villahermosa in the State of Tabasco, Mexico;

● references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation,transmission and distribution utility, or Algonquin Power & Utilities Corp. together with its subsidiaries;

● references to “Annual Consolidated Financial Statements” refer to the audited annual consolidated financial statements as of December 31, 2020

and 2019 and for the years ended December 31, 2020, 2019 and 2018, including the related notes thereto, prepared in accordance with IFRS asissued by the IASB (as such terms are defined herein), included in our Annual Report;

● references to “Annual Report” refer to our Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on March 1,

2021;

● references to “Atlantica Jersey” refer to Atlantica Sustainable Infrastructure Jersey Limited, a wholly owned subsidiary of Atlantica;

● references to “ATN” refer to ATN S.A., the operational electric transmission asset in Peru, which is part of the Guaranteed Transmission System;

● references to “ATS” refer to ABY Transmision Sur S.A.;

● references to “Befesa Agua Tenes” refer to Befesa Agua Tenes, S.L.U;

● references to “Calgary District Heating” or “Calgary” refer to the 55 MWt thermal capacity district heating asset in the city of Calgary which weacquired in May 2021;

● references to “cash available for distribution” refer to the cash distributions received by the Company from its subsidiaries minus cash expenses of

the Company, including debt service and general and administrative expenses;

● references to “Chile PV 1” refer to the solar PV plant of 55 MW located in Chile;

● references to “Chile PV 2” refer to the solar PV plant of 40 MW located in Chile;

● references to “COD” refer to the commercial operation date of the applicable facility;

● references to “Consolidated Condensed Interim Financial Statements” refer to the consolidated condensed unaudited interim financial statementsas of June 30, 2021 and 2020 and for the six-month period ended June 30, 2021 and 2020, including the related notes thereto prepared inaccordance with IFRS as issued by the IASB, which form a part of this quarterly report;

● references to “Coso” refer to the 135 MW geothermal plant located in California;

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● references to “EMEA” refer to Europe, Middle East and Africa;

● references to “EURIBOR” refer to Euro Interbank Offered Rate, a daily reference rate published by the European Money Markets Institute, basedon the average interest rates at which Eurozone banks offer to lend unsecured funds to other banks in the euro wholesale money market;

● references to “EPC” refer to engineering, procurement and construction;

● references to “EU” refer to the European Union;

● references to “Exchange Act” refer to the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and

regulations promulgated by the SEC thereunder;

● references to “Federal Financing Bank” refer to a U.S. government corporation by that name;

● references to “Green Exchangeable Notes” refer to the $115 million green exchangeable senior notes due in 2025 issued by Atlantica Jersey onJuly 17, 2020, and fully and unconditionally guaranteed on a senior, unsecured basis, by Atlantica, as further described in “Item 2—Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—GreenExchangeable Notes”;

● references to “Green Project Finance” refer to the green project financing agreement entered into between Logrosan, the sub-holding company of

Solaben 1 & 6 and Solaben 2 & 3, as borrower, and ING Bank, B.V. and Banco Santander S.A., as lenders on April 8, 2020;

● references to “Green Senior Notes” refer to the $400 million green senior notes due in 2028, as further described in “Item 2—Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—GreenSenior Notes”;

● references to “gross capacity” refer to the maximum, or rated, power generation capacity, in MW, of a facility or group of facilities, without

adjusting for the facility’s power parasitics’ consumption, or by our percentage of ownership interest in such facility as of the date of this quarterlyreport;

● references to “GWh” refer to gigawatt hour;

● references to “IFRIC 12” refer to International Financial Reporting Interpretations Committee’s Interpretation 12—Service Concessions

Arrangements;

● references to “IFRS as issued by the IASB” refer to International Financial Reporting Standards as issued by the International AccountingStandards Board;

● references to “ITC” refer to investment tax credits;

● references to “JIBAR” refer to Johannesburg Interbank Average Rate;

● references to “Liberty” refer to Liberty Interactive Corporation;

● references to “Liberty Ownership Interest in Solana” refer to Class A membership interests of ASO Holdings Company LLC (the holding

company of Arizona Solar One LLC, owner of the 250 MW net (280 MW gross) solar electric generation facility located in Maricopa County,Arizona, known as the Solana plant), owned by Liberty and purchased by us on August 17, 2020;

● references to “LIBOR” refer to London Interbank Offered Rate;

● references to “Logrosan” refer to Logrosan Solar Inversiones, S.A.;

● references to “Mft3” refer to million standard cubic feet;

● references to “Monterrey” refer to the 142 MW gas-fired engine facility including 130 MW installed capacity and 12 MW battery capacity, located

in, Monterrey, Mexico;

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● references to “Multinational Investment Guarantee Agency” refer to the Multinational Investment Guarantee Agency, a financial institutionmember of the World Bank Group which provides political insurance and credit enhancement guarantees;

● references to “MW” refer to megawatts;

● references to “MWh” refer to megawatt hour;

● references to “MWt” refer to thermal megawatts;

● references to “Note Issuance Facility 2017” refer to the senior secured note facility dated February 10, 2017, of €275 million (approximately $326

million), a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder which was fully repaid in April 2020;

● references to “Note Issuance Facility 2019” refer to the senior unsecured note facility dated April 30, 2019, and amended on May 14, 2019,October 23, 2020 and March 30, 2021 for a total amount of €268 million, approximately $318 million, with Lucid Agency Services Limited, asfacility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources ofLiquidity—Note Issuance Facility 2019”;

● references to “Note Issuance Facility 2020” refer to the senior unsecured note facility dated July 8, 2020, and amended on March 30, 2021 of €140

million (approximately $166 million), with Lucid Agency Services Limited, as facility agent and a group of funds managed by WestbourneCapital as purchasers of the notes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Note Issuance Facility 2020”;

● references to “operation” refer to the status of projects that have reached COD (as defined above);

● references to “Pemex” refer to Petróleos Mexicanos;

● references to “PG&E” refer to PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company collectively;

● references to “PPA” refer to the power purchase agreements through which our power generating assets have contracted to sell energy to various

off-takers;

● references to “PTS” refer to Pemex Transportation System;

● references to “Revolving Credit Facility” refer to the credit and guaranty agreement with a syndicate of banks entered into on May 10, 2018 andamended on January 24, 2019, August 2, 2019, December 17, 2019, August 28, 2020 and March 1, 2021, providing for a senior secured revolvingcredit facility in an aggregate principal amount of $450 million, as further described in “Item 2—Management’s Discussion and Analysis ofFinancial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Revolving Credit Facility”;

● references to “Rioglass” refer to Rioglass Solar Holding, S.A.;

● references to “ROFO” refer to a right of first offer;

● references to “Solaben Luxembourg” refer to Solaben Luxembourg S.A.;

● references to “Tenes” refer to Ténès Lilmiyah SpA, the water desalination plant in Algeria, which is 51% owned by Befesa Agua Tenes;

● references to “U.K.” refer to the United Kingdom;

● references to “U.S.” or “United States” refer to the United States of America;

● references to “Vento II” refer to the wind portfolio in the U.S. in which we acquired a 49% interest in June 2021; and

● references to “we,” “us,” “our,” “Atlantica” and the “Company” refer to Atlantica Sustainable Infrastructure plc or Atlantica Sustainable

Infrastructure plc and its consolidated subsidiaries, unless the context otherwise requires.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express,or involve discussions as to expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, throughthe use of words or phrases such as may result, are expected to, will continue, is anticipated, believe, will, could, should, would, estimated, may, plan,potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may beforward looking. Such statements occur throughout this report and include statements with respect to our expected trends and outlook, potential market andcurrency fluctuations, occurrence and effects of certain trigger and conversion events, our capital requirements, changes in market price of our shares,future regulatory requirements, the ability to identify and/or make future investments and acquisitions on favorable terms, reputational risks, divergence ofinterests between our company and that of our largest shareholder, tax and insurance implications, and more. Forward-looking statements involveestimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by,important factors included in Part I, Item 3D. Risk Factors in our Annual Report (in addition to any assumptions and other factors referred to specifically inconnection with such forward-looking statements) that could have a significant impact on our operations and financial results, and could cause our actualresults, performance or achievements, to differ materially from the future results, performance or achievements expressed or implied in forward-lookingstatements made by us or on our behalf in this quarterly report, in presentations, on our website, in response to questions or otherwise. These forward-looking statements include, but are not limited to, statements relating to:

● the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as oursubstantial indebtedness and the possibility that we may incur additional indebtedness going forward;

● the ability of our counterparties, including Pemex, to satisfy their financial commitments or business obligations and our ability to seek new

counterparties in a competitive market;

● government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs,environmental laws and policies affecting renewable energy;

● changes in tax laws and regulations;

● risks relating to our activities in areas subject to economic, social and political uncertainties;

● our ability to finance and make new investments and acquisitions on favorable terms or to close outstanding acquisitions;

● risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;

● potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations;

● risks related to our reliance on third-party contractors or suppliers;

● risks related to our ability to maintain appropriate insurance over our assets;

● risks related to our exposure in the labor market;

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● potential issues arising with our operators’ employees including disagreement with employees’ unions and subcontractors;

● risks related to extreme weather events related to climate change could damage our assets or result in significant liabilities and cause an increase inour operation and maintenance costs;

● the effects of litigation and other legal proceedings (including bankruptcy) against us and our subsidiaries;

● price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements;

● our electricity generation, our projections thereof and factors affecting production, including those related to the COVID-19 outbreak;

● our targets or expectations with respect to Adjusted EBITDA derived from low-carbon footprint assets;

● risks related to our relationship with Abengoa, our former largest shareholder and currently one of our operation and maintenance suppliers,

including bankruptcy and particularly the potential impact of Abengoa S.A.’s insolvency filing and Abenewco1, S.A.’s potential insolvency filing;

● risks related to our relationship with our shareholders, including Algonquin, our major shareholder;

● potential impact of the COVID-19 outbreak on our business, financial condition, results of operations and cash flows;

● reputational and financial damage caused by our off-takers’ PG&E and Pemex;

● sale of electricity to the Mexican market;

● guidance related to the amount of Adjusted EBITDA from low carbon footprint assets;

● statements about plans and relating to our “at-the-market program” and the use of proceeds from the offering thereunder; and

● other factors discussed under “Risk Factors”. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-lookingstatement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unlessotherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of these factors, nor can it assess theimpact of each of these factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materiallyfrom those contained or implied in any forward-looking statement.

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Consolidated condensed statements of financial position as of June 30, 2021 and December 31, 2020

Amounts in thousands of U.S. dollars

As of

June 30, As of

December 31, Note (1) 2021 2020 Assets Non-current assets Contracted concessional assets 6 8,374,213 8,155,418 Investments carried under the equity method 7 288,701 116,614 Financial investments 8 88,404 89,754 Deferred tax assets 159,231 152,290 Total non-current assets 8,910,549 8,514,076 Current assets Inventories 54,826 23,958 Trade and other receivables 12 312,194 331,735 Financial investments 8 197,548 200,084 Cash and cash equivalents 15 686,289 868,501 Total current assets 1,250,857 1,424,278 Total assets 10,161,406 9,938,354

(1) Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.

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Consolidated condensed statements of financial position as of June 30, 2021 and December 31, 2020


As of

June 30, As of

December 31, Note (1) 2021 2020 Equity and liabilities Equity attributable to the Company Share capital 13 11,083 10,667 Share premium 13 1,011,743 1,011,743 Capital reserves 13 917,972 881,745 Other reserves 9 140,403 96,641 Accumulated currency translation differences 13 (111,939) (99,925)Accumulated deficit 13 (379,386) (373,489)Non-controlling interests 13 217,333 213,499 Total equity 1,807,209 1,740,881 Non-current liabilities Long-term corporate debt 14 1,006,421 970,077 Long-term project debt 15 4,678,849 4,925,268 Grants and other liabilities 16 1,221,702 1,229,767 Derivative liabilities 9 266,459 328,184 Deferred tax liabilities 279,639 260,923 Total non-current liabilities 7,453,070 7,714,219 Current liabilities Short-term corporate debt 14 18,640 23,648 Short-term project debt 15 695,341 312,346 Trade payables and other current liabilities 17 133,455 92,557 Income and other tax payables 53,691 54,703 Total current liabilities 901,127 483,254 Total equity and liabilities 10,161,406 9,938,354


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Consolidated condensed income statements for the six-month periods ended June 30, 2021 and 2020


Note (1) For the six-month period ended June 30, 2021 2020 Revenue 4 611,175 465,747 Other operating income 20 40,270 57,236 Employee benefit expenses (39,012) (24,333)Depreciation, amortization, and impairment charges 4 (188,876) (194,073)Other operating expenses 20 (215,792) (126,092) Operating profit 207,765 178,485 Financial income 19 1,232 5,673 Financial expense 19 (189,524) (210,113)Net exchange differences 19 2,184 (1,176)Other financial income/(expense), net 19 13,301 2,819 Financial expense, net (172,807) (202,797) Share of profit/(loss) of associates carried under the equity method 2,656 1,591 Profit / (loss) before income tax 37,615 (22,721) Income tax 18 (33,128) (3,471) Profit / (loss) for the period 4,486 (26,192) Profit attributable to non-controlling interests (11,315) (1,979) Loss for the period attributable to the Company (6,829) (28,171) Weighted average number of ordinary shares outstanding (thousands) - basic 21 110,594 101,602 Weighted average number of ordinary shares outstanding (thousands) - diluted 21 113,941 101,602 Basic earnings per share (U.S. dollar per share) 21 (0.06) (0.28)Diluted earnings per share (U.S. dollar per share) 21 (0.06) (0.28)


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Consolidated condensed statements of comprehensive income for the six-month periods ended June 30, 2021 and 2020


For the six-month period ended June 30, 2021 2020 Profit/(loss) for the period 4,486 (26,192)Items that may be subject to transfer to income statement Change in fair value of cash flow hedges 20,043 (65,683)Currency translation differences (14,739) (31,702)Tax effect (5,967) 16,182 Net income/(expense) recognized directly in equity (663) (81,203) Cash flow hedges 30,443 30,043 Tax effect (7,611) (7,511) Transfers to income statement 22,832 22,532 Other comprehensive income/(loss) 22,169 (58,671) Total comprehensive income/(loss) for the period 26,655 (84,863) Total comprehensive (income)/loss attributable to non-controlling interests (11,796) 7,300 Total comprehensive income/(loss) attributable to the Company 14,859 (77,563)

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Consolidated condensed statements of changes in equity for the six-month periods ended June 30, 2021 and 2020


Sharecapital

Sharepremium

Capitalreserves

Otherreserves

Accumulatedcurrency

translationdifferences

AccumulatedDeficit

Totalequity

attributableto the

Company

Non-controllinginterests

Totalequity

Balance as of January1, 2020 10,160 1,011,743 889,057 73,797 (90,824) (385,457) 1,508,476 206,380 1,714,856

Profit/(loss) for the six -

month period aftertaxes - - - - - (28,171) (28,171) 1,979 (26,192)

Change in fair value ofcash flow hedges - - - (35,676) - - (35,676) 36 (35,640)

Currency translationdifferences - - - - (22,396) - (22,396) (9,306) (31,702)

Tax effect - - - 8,680 - - 8,680 (9) 8,671 Other comprehensive

income - - - (26,996) (22,396) - (49,392) (9,279) (58,671) Total comprehensive

income - - - (26,996) (22,396) (28,171) (77,563) (7,300) (84,863) Business combinations(Note 5) - - - - - - - 25,079 25,079 Distributions (Note 13) - - (83,314) - - - (83,314) (14,639) (97,953) Balance as of June 30,

2020 10,160 1,011,743 805,743 46,801 (113,220) (413,628) 1,347,599 209,520 1,557,119

Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.

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Sharecapital

Sharepremium

Capitalreserves

Otherreserves

Accumulatedcurrency

translationdifferences

AccumulatedDeficit

Totalequity

attributableto the

Company

Non-controllinginterests

Totalequity

Balance as of January1, 2021 10,667 1,011,743 881,745 96,641 (99,925) (373,489) 1,527,382 213,499 1,740,881

Profit/(loss) for the six -

month period aftertaxes - - - - - (6,829) (6,829) 11,315 4,486

Change in fair value ofcash flow hedges - - - 56,855 - (10,060) 46,795 3,691 50,486

Currency translationdifferences - - - - (12,014) - (12,014) (2,725) (14,739)

Tax effect - - - (13,093) - - (13,093) (485) (13,578)Other comprehensive

income - - - 43,762 (12,014) (10,060) 21,688 481 22,169 Total comprehensive

income - - - 43,762 (12,014) (16,889) 14,859 11,796 26,655 Capital increase (Note

13) 416 - 130,388 - - - 130,804 - 130,804 Business combinations

(Note 5) - - - - - - - 8,287 8,287 Share-based

compensation (Note13) - - - - - 10,992 10,992 - 10,992

Distributions (Note 13) - - (94,161) - - - (94,161) (16,249) (110,410) Balance as of June 30,

2021 11,083 1,011,743 917,972 140,403 (111,939) (379,386) 1,589,876 217,333 1,807,209

Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.

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Consolidated condensed cash flows statements for the six-month periods ended June 30, 2021 and 2020


Note (1)

For the six-month periodsended

June 30, 2021 2020 I. Profit/(loss) for the period 4,486 (26,192) Financial expense and non-monetary adjustments 385,146 389,558 II. Profit/(loss) for the period adjusted by non-monetary items 389,632 363,366 III. Changes in working capital 20,414 (84,005) Net interest and income tax paid (163,729) (130,953) A. Net cash provided by operating activities 246,317 148,408 Acquisitions of subsidiaries and entities under the equity method 5&7 (323,103) 8,943 Investment in contracted concessional assets 6 (16,593) 5,675 Distributions from entities under the equity method 7 13,230 10,382 Other non-current assets/liabilities (555) (8,249) B. Net cash (used in)/provided by investing activities (327,021) 16,751 Proceeds from Project debt 15 9,976 189,093 Proceeds from Corporate debt 14 394,023 405,710 Repayment of Project debt 15 (164,409) (111,438) Repayment of Corporate debt 14 (361,140) (313,955)Dividends paid to Company´s shareholders 13 (94,161) (83,313) Dividends paid to non-controlling interests 13 (11,610) (14,161) Capital increase 13 130,618 - C. Net cash provided by/(used in) financing activities (96,703) 71,936 Net increase/ (decrease) in cash and cash equivalents (177,407) 237,095 Cash and cash equivalents at beginning of the period 868,501 562,795 Translation differences in cash or cash equivalent (4,805) (11,121) Cash and cash equivalents at end of the period 686,289 788,769


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Notes to the consolidated condensed interim financial statementsNote 1.- Nature of the business 16 Note 2.- Basis of preparation 19 Note 3.- Financial risk management 21 Note 4.- Financial information by segment 21 Note 5.- Business combinations and assets held for sale 27 Note 6.- Contracted concessional assets 29 Note 7.- Investments carried under the equity method 30 Note 8.- Financial investments 31 Note 9.- Derivative financial instruments 31 Note 10.- Fair value of financial instruments 32 Note 11.- Related parties 32 Note 12.- Trade and other receivables 33 Note 13.- Equity 33 Note 14.- Corporate debt 34 Note 15.- Project debt 36 Note 16.- Grants and other liabilities 37 Note 17.-Trade payables and other current liabilities 38 Note 18.- Income tax 38 Note 19.- Financial expense, net 38 Note 20 - Other operating income and expenses 39 Note 21.- Earnings per share 40 Note 22.- Subsequent events 40

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Note 1. - Nature of the business

Atlantica Sustainable Infrastructure plc (“Atlantica” or the “Company”) is a sustainable infrastructure company that owns, manages and invests inrenewable energy, storage, efficient natural gas & heat, transmission lines and water assets focused on North America (the United States, Canada andMexico), South America (Peru, Chile and Uruguay) and EMEA (Spain, Algeria and South Africa).

Atlantica’s shares began trading on the NASDAQ Global Select Market under the symbol “ABY” on June 13, 2014. The symbol changed to “AY” onNovember 11, 2017.

Algonquin Power & Utilities Corp. (“Algonquin”) is the largest shareholder of the Company and currently owns a 44.2% stake in Atlantica. Algonquin’svoting rights and rights to appoint directors are limited to 41.5% and the difference between Algonquin´s ownership and 41.5% will vote replicating non-Algonquin’s shareholders’ vote.

During 2020, the Company completed the following acquisitions:

- On April 3, 2020, the Company made an initial investment in the creation of a renewable energy platform in Chile, together with financialpartners, where it owns approximately a 35% stake and has a strategic investor role. The first investment was the acquisition of a 55 MW solar PVplant (“Chile PV 1”). The Company’s initial contribution was approximately $4 million. In addition, on January 6, 2021, the Company closed itssecond investment through the platform with the acquisition of a 40 MW solar PV plant (“Chile PV 2”). This asset started commercial operation in2017 and its revenue is partially contracted. The total equity investment for this new asset was approximately $5.0 million. The platform intends tomake further investments in renewable energy in Chile and to sign PPAs with credit worthy off-takers.

- In January 2019, the Company entered into an agreement with Abengoa (references to “Abengoa” refer to Abengoa, S.A., together with itssubsidiaries, or Abenewco1, S.A. together with its subsidiaries, unless the context otherwise requires) for the acquisition of a 51% stake in Tenes,a water desalination plant in Algeria. Closing of the acquisition was subject to certain conditions precedent, which were not fulfilled. Inaccordance with the terms of the share purchase agreement, the advance payment made for the acquisition was converted into a secured loan to bereimbursed by Befesa Agua Tenes, the holding company of Tenes, together with 12% per annum interest, through a full cash-sweep of all thedividends to be received from the asset. On May 31, 2020, the Company entered into a new agreement, which provides the Company with certainadditional decision rights, a majority at the board of directors of Befesa Agua Tenes and control over the asset.

- On August 17, 2020, the Company closed the acquisition of Liberty’s equity interest in Solana. Liberty was the tax equity investor in the Solanaproject. The total equity investment is expected to be up to $285 million of which $272 million has already been paid. The total price includes adeferred payment and a performance earn-out based on the average annual net production of the asset in the four calendar years with the highestannual net production during the five calendar years of 2020 through 2024.

In December 2020, the Company reached an agreement with Algonquin to acquire La Sierpe, a 20 MW solar asset in Colombia for a total equityinvestment of approximately $20 million. Closing is expected to occur after the asset reaches commercial operation, currently expected to occur in the thirdquarter of 2021. Closing is subject to conditions precedent and regulatory approvals. Additionally, the Company agreed to invest in additional solar plantsin Colombia with a combined capacity of approximately 30 MW.

In January 2021 the Company closed the acquisition of 42.5% of the equity of Rioglass, a supplier of spare parts and services in the solar industry,increasing its stake to 57.5%. In addition, on July 22, 2021 the Company exercised the option to acquire the remaining stake of 42.5%. The investmentmade in 2021 to acquire the additional 85% equity, resulting in a 100% ownership, has been approximately $17.1 million (Note 5). The Company initiallyclassified the investment as held for sale in the Consolidated Condensed Interim Financial Statements for the period ended March 31, 2021. Nevertheless,the accounting requirements of IFRS 5, Non.current Assets Held for Sale and Discontinued Operations, to classify the investment as held for sale are nolonger fulfilled given that the sale is no longer considered highly probable. Accordingly, as prescribed in IFRS 5, the investment has been fullyconsolidated from the acquisition date in January 2021.

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On April 7, 2021, the Company closed the acquisition of Coso, a 135 MW renewable asset in California. Coso is the third largest geothermal plant in theUnited States and provides base load renewable energy to the California Independent System Operator (California ISO). It has PPAs signed with threeinvestment grade off-takers, with a 19-year average contract life. The total equity investment was approximately $130 million (Note 5). In addition, on July15, 2021, the Company paid an additional amount of approximately $40 million to reduce project debt.

On May 14, 2021, the Company closed the acquisition of Calgary District Heating, an approximately 55 MWt district heating asset in Canada for a totalequity investment of approximately $22.5 million (Note 5). Calgary District Heating has been in operation since 2010 and represents the first investment ofthe Company in this sector, which is recognized as a key measure for cities to reduce emissions by the UN Environment Program. The asset providesheating services to a diverse range of government, institutional and commercial customers in the city of Calgary.

On June 16, 2021, the Company acquired a 49% interest in a 596 MW portfolio of wind assets in the United States (Vento II) for a total equity investmentnet of cash consolidated at transaction date of approximately $180.7 million (Note 7). EDP Renewables owns the remaining 51%. The assets have PPAswith investment grade off-takers with five-year average remaining contract life.

The following table provides an overview of the main contracted concessional assets the Company owned or had an interest in as of June 30, 2021:

Assets Type Ownership Location Currency(9)Capacity(Gross)

CounterpartyCredit Ratings(10) COD*

ContractYears

Remaining(16)

Solana Renewable (Solar) 100%Arizona(USA) USD 280 MW A-/A2/A- 2013 22

Mojave Renewable (Solar) 100%California

(USA) USD 280 MW BB-/WR/BB 2014 18Chile PV 1 Renewable (Solar) 35%(8) Chile USD 55 MW N/A 2016 N/AChile PV 2 Renewable (Solar) 35%(8) Chile USD 40 MW N/A 2017 N/ASolaben 2 & 3 Renewable (Solar) 70%(1) Spain Euro 2x50 MW A/Baa1/A- 2012 16/16Solacor 1 & 2 Renewable (Solar) 87%(2) Spain Euro 2x50 MW A/Baa1/A- 2012 16/16PS10 & PS20 Renewable (Solar) 100% Spain Euro 31 MW A/Baa1/A- 2007&2009 11/13Helioenergy 1 & 2 Renewable (Solar) 100% Spain Euro 2x50 MW A/Baa1/A- 2011 15/15Helios 1 & 2 Renewable (Solar) 100% Spain Euro 2x50 MW A/Baa1/A- 2012 16/16Solnova 1, 3 & 4 Renewable (Solar) 100% Spain Euro 3x50 MW A/Baa1/A- 2010 14/14/14Solaben 1 & 6 Renewable (Solar) 100% Spain Euro 2x50 MW A/Baa1/A- 2013 17/17Seville PV Renewable (Solar) 80%(6) Spain Euro 1 MW A/Baa1/A- 2006 15Kaxu Renewable (Solar) 51%(3) South Africa Rand 100 MW BB-/Ba2/BB-(11) 2015 14

Elkhorn Valley Renewable (Wind) 49%Oregon(USA) USD 101 MW BBB/A3/-- 2007 7

Prairie Star Renewable (Wind) 49%Minnesota

(USA) USD 101 MW --/A3/A- 2007 7

Twin Groves II Renewable (Wind) 49%Illinois(USA) USD 198 MW BBB-/Baa2/BBB 2008 5

Lone Star II Renewable (Wind) 49% Texas (USA) USD 196 MW Not rated 2008 2Palmatir Renewable (Wind) 100% Uruguay USD 50 MW BBB/Baa2/BBB-(12) 2014 13Cadonal Renewable (Wind) 100% Uruguay USD 50 MW BBB/Baa2/BBB-(12) 2014 13Melowind Renewable (Wind) 100% Uruguay USD 50 MW BBB/Baa2/BBB- 2015 15

CosoRenewable

(Geothermal) 100%California

(USA) USD 135 MW Investment Grade(14)1987-1989 19

Mini-HydroRenewable(Hydraulic) 100% Peru USD 4 MW BBB+/A3/BBB+ 2012 12

ACTEfficient natural

gas & heat 100% Mexico USD 300 MW BBB/ Ba3/BB- 2013 12

MonterreyEfficient natural

gas &heat 30% Mexico USD 142 MW Not rated 2018 17

CalgaryEfficient natural

gas &heat 100% Canada CAD 55MWt ~41% A+ or higher(15) 2010 20ATN (13) Transmission line 100% Peru USD 379 miles BBB+/A3/BBB+ 2011 20ATS Transmission line 100% Peru USD 569 miles BBB+/A3/BBB+ 2014 23ATN 2 Transmission line 100% Peru USD 81 miles Not rated 2015 12

Quadra 1 & 2 Transmission line 100% Chile USD49 miles/32

miles Not rated 2014 14/14Palmucho Transmission line 100% Chile USD 6 miles BBB+/WR/A- 2007 16Chile TL3 Transmission line 100% Chile USD 50 miles A/A1/A- 1993 Regulated

Skikda Water 34.2%(4) Algeria USD3.5 Mft3/day Not rated 2009 13

Honaine Water 25.5%(5) Algeria USD 7 M ft3/day Not rated 2012 16Tenes Water 51%(7) Algeria USD 7 M ft3/day Not rated 2015 19

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(1) Itochu Corporation, a Japanese trading company, holds 30% of the shares in each of Solaben 2 and Solaben 3.(2) JGC, a Japanese engineering company, holds 13% of the shares in each of Solacor 1 and Solacor 2.(3) Kaxu is owned by the Company (51%), Industrial Development Corporation of South Africa (29%) and Kaxu Community Trust (20%).(4) Algerian Energy Company, SPA owns 49% of Skikda and Sacyr Agua, S.L. owns the remaining 16.83%.(5) Algerian Energy Company, SPA owns 49% of Honaine and Sacyr Agua, S.L. owns the remaining 25.5%.(6) Instituto para la Diversificación y Ahorro de la Energía (“Idae”), a Spanish state-owned company, holds 20% of the shares in Seville PV.(7) Algerian Energy Company, SPA owns 49% of Tenes.(8) 65% of the shares in Chile PV 1 and Chile PV 2 is indirectly held by financial partners through the renewable energy platform of the Company in Chile.(9) Certain contracts denominated in U.S. dollars are payable in local currency.(10) Reflects the counterparty’s credit ratings issued by Standard & Poor’s Ratings Services, or S&P, Moody’s Investors Service Inc., or Moody’s, and Fitch Ratings Ltd, or Fitch.(11) Refers to the credit rating of the Republic of South Africa. The offtaker is Eskom, which is a state-owned utility company in South Africa.(12) Refers to the credit rating of Uruguay, as UTE (Administración Nacional de Usinas y Transmisoras Eléctricas) is unrated.(13) Including ATN Expansion 1 & 2.

(14)Refers to the credit rating of Southern California Public Power Authority, with AA- Rating from Fitch, and two Community Choice Aggregators: Silicon Valley Clean Energy andMonterrey Bar Community Power, both with A Rating from S&P.

(15) Refers to the credit rating of diversified mix of 22 high credit quality clients (~41%+ rating or higher, the rest is unrated).(16) As of June 30, 2021.(*) Commercial Operation Date

The Kaxu project financing arrangement contains cross-default provisions related to Abengoa such that debt defaults by Abengoa, subject to certainthreshold amounts and/or a restructuring process, could trigger a default under the Kaxu project financing arrangement. The insolvency filing by theindividual company Abengoa S.A. on February 22, 2021 represents a theoretical event of default under the Kaxu project finance agreement. Although theCompany does not expect the acceleration of debt to be declared by the credit entities, Kaxu does not have what International Accounting Standards defineas an unconditional right to defer the settlement of the debt for at least twelve months, as the cross-default provisions make that right conditional.Therefore, Kaxu total debt (Note 15) has been presented as current in the Consolidated Condensed Interim Financial Statements of the Company as of June30, 2021 for an amount of $359 million, in accordance with International Accounting Standards 1 (“IAS 1”), “Presentation of Financial Statements”. TheCompany is currently negotiating a waiver from the creditors and/or contractual modifications to permanently remove the cross-default provision.

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Note 2. - Basis of preparation

The accompanying Consolidated Condensed Interim Financial Statements represent the consolidated results of the Company and its subsidiaries.

The Company’s annual consolidated financial statements as of December 31, 2020, were approved by the Board of Directors on February 26, 2021.

These Consolidated Condensed Interim Financial Statements are presented in accordance with International Accounting Standards (“IAS”) 34, “InterimFinancial Reporting”. In accordance with IAS 34, interim financial information is prepared solely in order to update the most recent annual consolidatedfinancial statements prepared by the Company, placing emphasis on new activities, occurrences and circumstances that have taken place during the six-month period ended June 30, 2021, and not duplicating the information previously published in the annual consolidated financial statements for the yearended December 31, 2020. Therefore, the Consolidated Condensed Interim Financial Statements do not include all the information that would be requiredin a complete set of consolidated financial statements prepared in accordance with the IFRS-IASB (“International Financial Reporting Standards-International Accounting Standards Board”). In view of the above, for an adequate understanding of the information, these Consolidated CondensedInterim Financial Statements must be read together with Atlantica’s consolidated financial statements for the year ended December 31, 2020 included in the2020 20-F.

In determining the information to be disclosed in the notes to the Consolidated Condensed Interim Financial Statements, Atlantica, in accordance with IAS34, has taken into account its materiality in relation to the Consolidated Condensed Interim Financial Statements.

The Consolidated Condensed Interim Financial Statements are presented in U.S. dollars, which is the Company’s functional and presentation currency.Amounts included in these Consolidated Condensed Interim Financial Statements are all expressed in thousands of U.S. dollars, unless otherwise indicated.

These Consolidated Condensed Interim Financial Statements were approved by the Board of Directors of the Company on July 30, 2021.

Application of new accounting standards

a) Standards, interpretations and amendments effective from January 1, 2021 under IFRS-IASB, applied by the Company in the preparation of thesecondensed interim financial statements:

- IFRS 4, IFRS 7, IFRS 16, IFRS 9 and IAS 39. Amendments regarding replacement issues in the context of the IBOR reform. This amendment is

mandatory for annual periods beginning on or after January 1, 2021 under IFRS-IASB.

- IFRS 16. Amendment to extend the exemption from assessing whether a COVID-19-related rent concession is a lease modification. Thisamendment is mandatory for annual periods beginning on or after April 1, 2021 under IFRS-IASB.

The applications of these amendments have not had any material impact on these condensed interim financial statements.

b) Standards, interpretations and amendments published by the IASB that will be effective for periods beginning on or after January 1, 2022:

- IFRS 1. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020 (subsidiary as a first-time adopter). This amendment ismandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.

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- IFRS 3. Amendments updating a reference to the Conceptual Framework. This amendment is mandatory for annual periods beginning on or afterJanuary 1, 2022 under IFRS-IASB.

- IAS 37. Amendments regarding the costs to include when assessing whether a contract is onerous. This amendment is mandatory for annualperiods beginning on or after January 1, 2022 under IFRS-IASB

- IFRS 4. Amendments regarding the expiry date of the deferral approach. The fixed expiry date for the temporary exemption in IFRS 4 fromapplying IFRS 9 is now 1 January 2023.

- IFRS 9. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020. This amendment is mandatory for annual periodsbeginning on or after January 1, 2022 under IFRS-IASB.

- IFRS 17. Amendments to address concerns and implementation challenges that were identified after IFRS 17 was published. This amendment ismandatory for annual periods beginning on or after January 1, 2023 under IFRS-IASB.

- IAS 1 (Amendment). Classification of liabilities. This amendment is mandatory for annual periods beginning on or after January 1, 2023 underIFRS-IASB.

- IAS 1. Amendment to defer the effective date of the January 2020 amendment. This amendment is mandatory for annual periods beginning on orafter January 1, 2023 under IFRS-IASB.

- IAS 1. (Amendment). Disclosure of accounting policies. This amendment is mandatory for annual periods beginning on or after January 1, 2023under IFRS-IASB.

- IAS 8. Amendment regarding the definition of accounting estimates. This amendment is mandatory for annual periods beginning on or afterJanuary 1, 2023 under IFRS-IASB.

- IAS 12. Amendment regarding deferred tax on leases and decommissioning obligations. This amendment is mandatory for annual periodsbeginning on or after January 1, 2023 under IFRS-IASB.

- IAS 16. Amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling itemsproduced while the company is preparing the asset for its intended use. This amendment is mandatory for annual periods beginning on or afterJanuary 1, 2022 under IFRS-IASB.

The Company does not anticipate any significant impact on the Consolidated Condensed Interim Financial Statements derived from the application of thenew standards and amendments that will be effective for annual periods beginning on or after January 1, 2022, although it is currently still in the process ofevaluating such application.

Use of estimates

Some of the accounting policies applied require the application of significant judgment by management to select the appropriate assumptions to determinethese estimates. These assumptions and estimates are based on the Company´s historical experience, advice from experienced consultants, forecasts andother circumstances and expectations as of the close of the financial period. The assessment is considered in relation to the global economic situation of theindustries and regions where the Company operates, taking into account future development of its businesses. By their nature, these judgments are subjectto an inherent degree of uncertainty; therefore, actual results could materially differ from the estimates and assumptions used. In such cases, the carryingvalues of assets and liabilities are adjusted.

The most critical accounting policies, which require significant management estimates and judgment are as follows:

● Contracted concessional agreements.

● Impairment of contracted concessional assets.

● Assessment of control.

● Derivative financial instruments and fair value estimates.

● Income taxes and recoverable amount of deferred tax assets.

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As of the date of preparation of these Consolidated Condensed Interim Financial Statements, no relevant changes in estimates made are anticipated and,therefore, no significant changes in the value of assets and liabilities recognized at June 30, 2021, are expected.

Although these estimates and assumptions are being made using all available facts and circumstances, it is possible that future events may requiremanagement to amend such estimates and assumptions in future periods. Changes in accounting estimates are recognized prospectively, in accordance withIAS 8, in the consolidated income statement of the period in which the change occurs.

Note 3. - Financial risk management

Atlantica’s activities are exposed to various financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. Risk ismanaged by the Company’s Risk, Finance and Compliance Departments, which are responsible for identifying and evaluating financial risks, quantifyingthem by project, region and company, in accordance with mandatory internal management rules. Written internal policies exist for global risk management,as well as for specific areas of risk. In addition, there are official written management regulations regarding key controls and control procedures for eachcompany and the implementation of these controls is monitored through internal audit procedures.

These Consolidated Condensed Interim Financial Statements do not include all financial risk management information and disclosures required for annualfinancial statements and should be read together with the information included in Note 3 to Atlantica’s annual consolidated financial statements as ofDecember 31, 2020 included in the 2020 20-F.

Note 4. - Financial information by segment

Atlantica’s segment structure reflects how management currently makes financial decisions and allocates resources. Its operating and reportable segmentsare based on the following geographies where the contracted concessional assets are located: North America, South America and EMEA. In addition, basedon the type of business, as of June 30, 2021, the Company had the following business sectors: Renewable energy, Efficient natural gas & Heat,Transmission lines and Water. The business sector “Efficient natural gas” has been renamed “Efficient natural gas & Heat” in these ConsolidatedCondensed Interim Financial Statements as it includes the Calgary District Heating asset acquired in May 2021 (Note 5).

Atlantica’s Chief Operating Decision Maker (CODM), which is the CEO, assesses the performance and assignment of resources according to the identifiedoperating segments. The CODM considers the revenue as a measure of the business activity and the Adjusted EBITDA as a measure of the performance ofeach segment. Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributableto non-controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortizationand impairment charges of entities included in these Consolidated Condensed Interim Financial Statements.

In order to assess performance of the business, the CODM receives reports of each reportable segment using revenue and Adjusted EBITDA. Net interestexpense evolution is assessed on a consolidated basis. Financial expense and amortization are not taken into consideration by the CODM for the allocationof resources.

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In the six-month period ended June 30, 2021, Atlantica had two customers with revenues representing more than 10% of total revenue, both in therenewable energy business sector. In the six-month period ended June 30, 2020, Atlantica had four customers with revenues representing more than 10% ofthe total revenue, three in the renewable energy and one in the efficient natural gas & heat business sectors.

a) The following tables show Revenue and Adjusted EBITDA by operating segments and business sectors for the six-month periods ended June 30, 2021and 2020:

Revenue Adjusted EBITDA

For the six-month period ended

June 30, For the six-month period ended

June 30, ($ in thousands) Geography 2021 2020 2021 2020 North America 178,801 157,932 131,575 139,273 South America 78,351 75,029 60,222 59,803 EMEA 354,023 232,786 204,845 173,481 Total 611,175 465,747 396,642 372,557

Revenue Adjusted EBITDA


June 30, For the six-month period ended

June 30, ($ in thousands) Business sector 2021 2020 2021 2020 Renewable energy 471,624 344,674 293,621 274,761 Efficient natural gas & Heat 58,505 52,032 45,344 45,877 Transmission lines 53,589 53,395 42,522 43,216 Water 27,457 15,646 15,155 8,703 Total 611,175 465,747 396,642 372,557

The reconciliation of segment Adjusted EBITDA with the loss attributable to the Company is as follows:

For the six-month period endedJune 30,

($ in thousands) 2021 2020 Loss attributable to the Company (6,829) (28,171)Profit attributable to non-controlling interests 11,315 1,979 Income tax 33,128 3,471 Share of (profit)/loss of associates (2,656) (1,591)Financial expense, net 172,807 202,797 Depreciation, amortization, and impairment charges 188,876 194,073 Total segment Adjusted EBITDA 396,642 372,557

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b) The assets and liabilities by operating segments (and business sector) as of June 30, 2021 and December 31, 2020 are as follows:

Assets and liabilities by geography as of June 30, 2021:

NorthAmerica

SouthAmerica EMEA

Balance as ofJune 30,

2021 ($ in thousands) Assets allocated Contracted concessional assets 3,443,636 1,225,955 3,704,622 8,374,213 Investments carried under the equity method 244,666 - 44,035 288,701 Current financial investments 126,288 27,611 43,649 197,548 Cash and cash equivalents (project companies) 235,920 68,694 298,061 602,675 Subtotal allocated 4,050,510 1,322,260 4,090,367 9,463,137 Unallocated assets Other non-current assets 247,635 Other current assets (including cash and cash equivalents at holding company

level) 450,634 Subtotal unallocated 698,269 Total assets 10,161,406

NorthAmerica

SouthAmerica EMEA


2021 ($ in thousands) Liabilities allocated Long-term and short-term project debt 1,874,925 904,409 2,594,856 5,374,190 Grants and other liabilities 1,063,018 13,060 145,624 1,221,702 Subtotal allocated 2,937,943 917,469 2,740,480 6,595,892 Unallocated liabilities Long-term and short-term corporate debt 1,025,061 Other non-current liabilities 546,099 Other current liabilities 187,145 Subtotal unallocated 1,758,305 Total liabilities 8,354,197 Equity unallocated 1,807,209 Total liabilities and equity unallocated 3,565,514 Total liabilities and equity 10,161,406

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Assets and liabilities by geography as of December 31, 2020:

NorthAmerica

SouthAmerica EMEA

Balance as ofDecember 31,

2020 ($ in thousands) Assets allocated Contracted concessional assets 3,073,785 1,211,952 3,869,681 8,155,418 Investments carried under the equity method 74,660 - 41,954 116,614 Current financial investments 129,264 27,836 42,984 200,084 Cash and cash equivalents (project companies) 206,344 70,861 255,530 532,735 Subtotal allocated 3,484,053 1,310,649 4,210,149 9,004,851 Unallocated assets Other non-current assets 242,044 Other current assets (including cash and cash equivalents at holding company

level) 691,459 Subtotal unallocated 933,503 Total assets 9,938,354

NorthAmerica

SouthAmerica EMEA


2020 ($ in thousands) Liabilities allocated Long-term and short-term project debt 1,623,284 902,500 2,711,830 5,237,614 Grants and other liabilities 1,078,974 11,355 139,438 1,229,767 Subtotal allocated 2,702,258 913,855 2,851,268 6,467,381 Unallocated liabilities Long-term and short-term corporate debt 993,725 Other non-current liabilities 589,107 Other current liabilities 147,260 Subtotal unallocated 1,730,092 Total liabilities 8,197,473 Equity unallocated 1,740,881 Total liabilities and equity unallocated 3,470,973 Total liabilities and equity 9,938,354

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Assets and liabilities by business sector as of June 30, 2021:

Renewableenergy

Efficientnatural

gas & Heat Transmission

lines Water


2021 ($ in thousands) Assets allocated Contracted concessional assets 6,841,512 534,372 824,945 173,384 8,374,213 Investments carried under the equity method 235,723 11,768 - 41,210 288,701 Current financial investments 3,176 126,202 27,580 40,590 197,548 Cash and cash equivalents (project companies) 460,142 73,914 42,486 26,133 602,675 Subtotal allocated 7,540,553 746,256 895,011 281,317 9,463,137 Unallocated assets Other non-current assets 247,635 Other current assets (including cash and cash equivalents at

holding company level) 450,634 Subtotal unallocated 698,269 Total assets 10,161,406

Renewableenergy

Efficientnatural gas

& Heat Transmission

lines Water


2021 ($ in thousands) Liabilities allocated Long-term and short-term project debt 4,164,118 491,565 611,937 106,570 5,374,190 Grants and other liabilities 1,204,879 8,657 5,808 2,358 1,221,702 Subtotal allocated 5,368,997 500,222 617,745 108,928 6,595,892 Unallocated liabilities Long-term and short-term corporate debt 1,025,061 Other non-current liabilities 546,099 Other current liabilities 187,145 Subtotal unallocated 1,758,305 Total liabilities 8,354,197 Equity unallocated 1,807,209 Total liabilities and equity unallocated 3,565,514 Total liabilities and equity 10,161,406

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Assets and liabilities by business sector as of December 31, 2020:

Renewableenergy


& Heat Transmission

lines Water


2020 ($ in thousands) Assets allocated Contracted concessional assets 6,632,611 502,285 842,595 177,927 8,155,418 Investments carried under the equity method 61,866 15,514 30 39,204 116,614 Current financial investments 6,530 124,872 27,796 40,886 200,084 Cash and cash equivalents (project companies) 397,465 67,955 46,045 21,270 532,735 Subtotal allocated 7,098,472 710,626 916,466 279,287 9,004,851 Unallocated assets Other non-current assets 242,044 Other current assets (including cash and cash equivalents at

holding company level) 691,459 Subtotal unallocated 933,503 Total assets 9,938,354

Renewableenergy


& Heat Transmission

lines Water


2020 ($ in thousands) Liabilities allocated Long-term and short-term project debt 3,992,512 504,293 625,203 115,606 5,237,614 Grants and other liabilities 1,221,176 108 6,040 2,443 1,229,767 Subtotal allocated 5,213,688 504,401 631,243 118,049 6,467,381 Unallocated liabilities Long-term and short-term corporate debt 993,725 Other non-current liabilities 589,107 Other current liabilities 147,260 Subtotal unallocated 1,730,092 Total liabilities 8,197,473 Equity unallocated 1,740,881 Total liabilities and equity unallocated 3,470,973 Total liabilities and equity 9,938,354

c) The amount of depreciation, amortization and impairment charges recognized for the six-month periods ended June 30, 2021 and 2020 are as follows:


Depreciation, amortization and impairment by geography 2021 2020 ($ in thousands) North America (45,285) (95,981)South America (28,190) (29,666)EMEA (115,401) (70,426)Total (188,876) (194,073)


Depreciation, amortization and impairment by business sectors 2021 2020 ($ in thousands) Renewable energy (193,407) (140,806)Efficient natural gas & Heat 19,113 (35,697)Transmission lines (15,565) (16,961)Water 983 (609)Total (188,876) (194,073)

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Note 5. – Business combinations

For the six-month period ended June 30, 2021

On January 6, 2021, the Company completed its second investment through its Chilean renewable energy platform in a 40 MW solar PV plant, Chile PV 2,located in Chile, for approximately $5 million. Atlantica has control over Chile PV 2 under IFRS 10, Consolidated Financial Statements. The acquisition ofChile PV 2 has been accounted for in these Consolidated Condensed Interim Financial Statements in accordance with IFRS 3, Business Combinations,showing 65% of non-controlling interests.

On January 8, 2021, the Company completed the purchase of an additional 42.5% stake in Rioglass, a supplier of spare parts and services in the solarindustry, increasing its stake from 15% to 57.5% and gaining control over the business under IFRS 10, Consolidated Financial Statements. The purchaseprice paid was $8.4 million, and the Company paid an additional $3.6 million (deductible from the final payment) for an option to acquire the remaining42.5% under the same conditions until September 2021. After that date, the seller also had an option to sell (Put option) the 42.5% under the sameconditions, which is accounted for by the Company as a liability in accordance with IAS 32, Financial Instruments: Presentation, for $4.8 million as of June30, 2021. The acquisition of Rioglass has been accounted for in these Consolidated Condensed Interim Financial Statements in accordance with IFRS 3,Business Combinations. On July 22, 2021, the Company exercised the option to acquire the remaining stake of 42.5%. Rioglass is included within theRenewable energy sector and EMEA geography.

On April 7, 2021, the Company closed the acquisition of Coso, a 135 MW renewable asset in California. The purchase price paid was $130 million.Atlantica has control over Coso under IFRS 10, Consolidated Financial Statements and its acquisition has been accounted for in these ConsolidatedCondensed Interim Financial Statements in accordance with IFRS 3, Business Combinations.

On May 14, 2021, the Company closed the acquisition of Calgary District Heating, an approximately 55 MWt district heating asset in Canada. Thepurchase price paid was approximately $22.5 million. The acquisition has been accounted for in these Consolidated Condensed Interim FinancialStatements in accordance with IFRS 3, Business Combinations. Calgary District Heating is included within the Efficient natural gas & Heat sector andNorth America geography.

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The fair value of assets and liabilities consolidated at the effective acquisition date is shown in the following table:

Business combinations

for the six-month period ended June 30, 2021 ($ in thousands) Coso Other Total Contracted concessional assets 381,160 104,384 485,544 Deferred tax asset - 4,339 4,339 Other non-current assets 11,024 2,062 13,086 Cash & cash equivalents 6,363 14,685 21,048 Other current assets 16,371 44,685 61,056 Non-current Project debt (248,544) (35,651) (284,195)Current Project debt (13,415) (24,451) (37,866)Other current and non-current liabilities (22,960) (54,444) (77,404)Non-controlling interests - (8,287) (8,287)Total net assets acquired at fair value 130,000 47,321 177,321 Asset acquisition – purchase price paid (130,000) (39,383) (169,383)Fair value of previously held 15% stake in Rioglass - (3,048) (3,048)Liability for the Put option held by the seller of Rioglass - (4,890) (4,890)Net result of business combinations - - -

The purchase price equals the fair value of the net assets acquired.

The allocation of the purchase price is provisional as of June 30, 2021 and amounts indicated above may be adjusted during the measurement period toreflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amountsrecognized as of June 30, 2021. The measurement period will not exceed one year from the acquisition dates. In April 2021, the provisional period for thepurchase price allocation of Chile PV 1 closed and did not result in significant adjustments to the initial amounts recognized.

The amount of revenue contributed by the acquisitions performed during the six-month period ended June 30, 2021 to the Consolidated Condensed InterimFinancial Statements of the Company as of June 30, 2021 is $79.5 million, and the amount of loss after tax is $5.7 million. Had the acquisitions beenconsolidated from January 1, 2021, the consolidated statement of comprehensive income would have included additional revenue of $13.3 million andadditional loss after tax of $1.1 million.

For the year ended December 31, 2020

On April 3, 2020, the Company completed the first investment made through the renewable energy platform it created in Chile with financial partners,which comprised a 55 MW solar PV plant, Chile PV 1, located in Chile for approximately $4 million. Atlantica has control over Chile PV 1 under IFRS 10,Consolidated Financial Statements. The acquisition of Chile PV 1 was accounted for in these Consolidated Condensed Interim Financial Statements inaccordance with IFRS 3, Business Combinations, showing 65% of non-controlling interest.

On May 31, 2020, the Company obtained control over the Board of Directors of Befesa Agua Tenes which owns a 51% stake in Tenes, a water desalinationplant in Algeria and therefore controls the asset. The total investment, in the form of a secured loan agreement to be reimbursed through a full cash-sweepof all the dividends to be received from the asset, amounted to approximately $19 million as of May 31, 2020. The acquisition was accounted for in theseConsolidated Condensed Interim Financial Statements of Atlantica, in accordance with IFRS 3, Business Combinations, showing 49% of non-controllinginterests.

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The fair value of assets and liabilities consolidated at the effective acquisition date is shown in the following table:

Business combinations

for the year-ended December 31, 2020 ($ in thousands) Contracted concessional assets 172,321 Other non-current assets 356 Cash & cash equivalents 17,646 Other current assets 31,422 Non-current Project debt (149,585)Current Project debt (8,680)Other current and non-current liabilities (15,561)Non-controlling interests (25,308)Total net assets acquired at fair value 22,610 Asset acquisition - purchase price (22,610)Net result of business combinations -

The purchase price equals the fair value of the net assets acquired.

The allocation of the purchase prices is provisional until one year from the acquisition dates. No significant adjustments were made in 2021 to the fairvalue of assets and liabilities at the effective acquisition date during the measurement period.

The amount of revenue contributed by the acquisitions performed during 2020 to the consolidated financial statements of the Company for the year 2020was $22.5 million, and the amount of profit after tax was $6.3 million. Had the acquisitions been consolidated from January 1, 2020, the consolidatedstatement of comprehensive income would have included additional revenue of $14.7 million and additional profit after tax of $3.7 million.

Note 6. - Contracted concessional assets

The detail of contracted concessional assets included in the heading ‘Contracted concessional assets’ as of June 30, 2021 and December 31, 2020 is asfollows:

Financialassets under

IFRIC 12


IFRS 16

Intangibleassets under

IFRIC 12


IFRS 16(Lessee)

Otherintangible

assets underIAS 38

Property,plant andequipment

underIAS 16


2021 ($ in thousands) Contracted concessional

assets cost 910,311 2,894 9,379,357 67,897 18,331 840,441 11,219,230 Amortization and

impairment (67,450) - (2,604,909) (11,723) (7,083) (153,853) (2,845,017)Total 842,861 2,894 6,774,448 56,174 11,248 686,588 8,374,213

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IFRIC 12


IFRS 16


IFRIC 12


IFRS 16(Lessee)

Otherintangible

assets underIAS 38

Property,plant andequipment

underIAS 16

Balance as ofDecember31, 2020

($ in thousands) Contracted concessional

assets cost 936,837 2,941 9,467,309 66,230 13,800 336,920 10,824,037 Amortization and

impairment (87,689) - (2,442,520) (10,060) (6,111) (122,240) (2,668,619)Total 849,149 2,941 7,024,789 56,170 7,689 214,680 8,155,418

Contracted concessional assets include fixed assets related to service concession arrangements recorded in accordance with IFRIC 12, except for Palmucho,which is recorded in accordance with IFRS 16, and PS10, PS20, Seville PV, Mini-Hydro, Chile TL3, ATN Expansion 2, Chile PV 1, Chile PV 2, Calgaryand Coso which are recorded as property plant and equipment in accordance with IAS 16.

The increase in the contracted concessional assets cost is primarily due to business combination for a total amount of $486 million (Note 5), partially offsetby the lower value of the Euro denominated assets since the exchange rate of the Euro decreased against the U.S. dollar since December 31, 2020.

No losses from impairment of contracted concessional assets, excluding any change in the provision for expected credit losses under IFRS 9, Financialinstruments, were recorded during the six-month periods ended June 30, 2021 and 2020. The impairment provision based on the expected credit losses oncontracted concessional financial assets decreased by $20 million in the six-month period ended June 30, 2021 (increased by $41 million in the six-monthperiod ended June 30, 2020), primarily in ACT.

Note 7. - Investments carried under the equity method

The table below shows the breakdown of the investments held in associates as of June 30, 2021 and December 31, 2020:


2021


2020 ($ in thousands) 2007 Vento II, LLC 181,144 - Evacuación Valdecaballeros, S.L. 989 976 Myah Bahr Honaine, S.P.A 41,210 39,204 Pectonex, R.F. Proprietary Limited 1,540 1,587 Ca Ku A1, S.A.P.I. de CV (PTS) - 30 Evacuación Villanueva del Rey, S.L - - Windlectric Inc 51,754 59,116 Pemcorp SAPI de CV 11,767 15,514 Other renewable energy associates 296 186 Total 288,701 116,614

Myah Bahr Honaine, S.P.A., the project entity, is 51% owned by Geida Tlemcen, S.L., which is accounted for using the equity method in theseConsolidated Condensed Interim Financial Statements. Geida Tlemcen, S.L. is 50% owned by Atlantica.

Windlectric Inc., the project entity, is 100% owned by Amherst Island Partnership, which is accounted for under the equity method in these ConsolidatedCondensed Interim Financial Statements.

Pemcorp SAPI de CV, Monterrey´s project entity, is 100% owned by Arroyo Netherlands II B.V., which is accounted for under the equity method in theseConsolidated Condensed Interim Financial Statements. Arroyo Netherlands II B.V. is 30% owned by Atlantica.

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2007 Vento II, LLC, is the holding company of a 596 MW portfolio of wind assets in the U.S., 49% owned by Atlantica since June 16, 2021, and accountedfor under the equity method in these Consolidated Condensed Interim Financial Statements (Note 1).

The increase in investments carried under the equity method as of June 30, 2021, is primarily due to the investment in Vento II, which has been partiallyoffset by the distributions received by Atlantica Yield Energy Solutions Canada Inc. (“AYES Canada”) from Amherst Island Partnership for $8.9 million. Asignificant portion of the distributions received from Amherst are distributed by the Company to its partner in this project (Note 13).

Note 8. - Financial investments

The detail of Non-current and Current financial investments as of June 30, 2021 and December 31, 2020 is as follows:


2021


2020 ($ in thousands) Fair Value through OCI (Investment in Ten West link) 14,459 12,896 Fair Value through Profit and Loss (Investment in Rioglass) - 2,687 Derivative assets (Note 9) 4,635 1,099 Other receivable accounts at amortized cost 69,310 73,072 Total non-current financial investments 88,404 89,754 Contracted concessional financial assets 179,053 178,198 Derivative assets (Note 9) 630 460 Other receivable accounts at amortized cost 17,865 21,426 Total current financial investments 197,548 200,084

The investment in Ten West Link is a 12.5% interest in a 114-mile transmission line in the United States.

The investment in Rioglass corresponded to a 15.12% equity interest as of December 31, 2020. The Company gained control over the business in January2021, which is fully consolidated since then in these Consolidated Condensed Interim Financial Statements as of June 30, 2021 (Note 5).

Note 9. - Derivative financial instruments

The breakdowns of the fair value amount of the derivative financial instruments as of June 30, 2021 and December 31, 2020 are as follows:

Balance as of June 30, 2021 Balance as of December 31, 2020 ($ in thousands) Assets Liabilities Assets Liabilities Interest rate cash flow hedge 3,711 248,608 898 302,302 Foreign exchange derivatives instruments 1,554 - 661 - Notes conversion option (Note 14) - 17,851 - 25,882 Total 5,265 266,459 1,559 328,184

The derivatives are primarily interest rate cash flow hedges. All are classified as non-current assets or non-current liabilities, as they hedge long-termfinancing agreements.

The net amount of the fair value of interest rate derivatives designated as cash flow hedges transferred to the consolidated condensed income statement is aloss of $30.4 million for the six-month period ended June 30, 2021 (loss of $30.0 million for the six-month period ended June 30, 2020).

The after-tax results accumulated in equity in connection with derivatives designated as cash flow hedges as of June 30, 2021 and December 31, 2020amount to a profit of $140.4 million and $96.6 million, respectively.

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Additionally, the Company owns the following derivatives instruments:

- currency options with leading international financial institutions, which guarantee minimum Euro-U.S. dollar exchange rates. The strategy of theCompany is to hedge the exchange rate for the distributions from its Spanish assets after deducting euro-denominated interest payments and euro-denominated general and administrative expenses. Through currency options, the Company hedges 100% of its euro-denominated net exposure forthe next 12 months and 75% of its euro denominated net exposure for the following 12 months, on a rolling basis. Hedge accounting is not appliedto these options.

- the conversion option of notes issued in July 2020 (Note 14), with a negative fair value of $17.9 million as of June 30, 2021 recorded as aderivative liability (derivative liability of $25.9 million as of December 31, 2020).

Note 10. - Fair value of financial instruments

Financial instruments measured at fair value are classified based on the nature of the inputs used for the calculation of fair value:

● Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

● Level 2: Fair value is measured based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, eitherdirectly (i.e. as prices) or indirectly (i.e. derived from prices).

● Level 3: Fair value is measured based on unobservable inputs for the asset or liability.

As of June 30, 2021, all the financial instruments measured at fair value correspond to derivatives and have been classified as Level 2, except for theinvestments held in Ten West Link, which has been classified as Level 3. As of December 31, 2020, these Consolidated Condensed Interim FinancialStatements also included the investment in Rioglass (Note 8), which was classified as level 3.

Note 11. - Related parties

The related parties of the Company are primarily Algonquin and its subsidiaries, non-controlling interests (Note 13), entities accounted for under the equitymethod (Note 7) as well as the Directors and the Senior Management of the Company.

Details of balances with related parties as of June 30, 2021 and December 31, 2020 are as follows:

Balance as of

June 30, Balance as ofDecember 31,

($ in thousands) 2021 2020 Credit receivables (current) 20,101 23,067 Credit receivables (non-current) 13,082 10,082 Total receivables from related parties 33,183 33,149 Credit payables (current) 22,888 18,477 Credit payables (non-current) 5,809 6,810 Total payables to related parties 28,698 25,287

Current credit receivables as of June 30, 2021 mainly correspond to the short-term portion of the loan to Arroyo Netherland II B.V., the holding companyof Pemcorp SAPI de CV., Monterrey´s project entity (Note 7) for $16.9 million ($15.5 million as of December 31, 2020).

Non-current credit receivables as of June 30, 2021 and December 31, 2020 correspond to the long-term portion of the loan to Arroyo Netherland II B.V.

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Credit payables relate to debts with non-controlling partners in Kaxu, Solaben 2 & 3 and Solacor 1 & 2 for an amount of $20.6 million as of June 30, 2021($21.1 million as of December 31, 2020). Current credit payables also include the dividend to be paid by AYES Canada to Algonquin for $4.3 million as ofJune 30, 2021 ($4.2 million as of December 31, 2020) and the dividend to be paid by Aguas de Skikda to Algerian Energy Company for $3.8 million as ofJune 30, 2021.

The transactions carried out by entities included in these Consolidated Condensed Interim Financial Statements with related parties, for the six-monthperiods ended June 30, 2021 and 2020 have been as follows:


June 30, 2021 2020 ($ in thousands) Financial income 1,029 782 Financial expenses (62) (84)

Note 12. - Trade and other receivables

Trade and other receivables as of June 30, 2021 and December 31, 2020, consist of the following:

Balance as of


2021 2020 ($ in thousands) Trade receivables 224,360 258,088 Tax receivables 52,221 50,663 Prepayments 29,291 12,074 Other accounts receivable 6,322 10,910 Total 312,194 331,735

The decrease in trade receivables is primarily due to payments received from Pemex in ACT, partially offset by the increase due to business combinationsfor a total amount of $28 million (Note 5).

The increase in prepayments is primarily due to the timing of payment of insurance.

As of June 30, 2021, and December 31, 2020, the fair value of trade and other receivables accounts does not differ significantly from its carrying value.

Note 13. - Equity

As of June 30, 2021, the share capital of the Company amounts to $11,083,320 represented by 110,833,204 ordinary shares fully subscribed and disbursedwith a nominal value of $0.10 each, all in the same class and series. Each share grants one voting right.

Algonquin owns 44.2% of the shares of the Company and is its largest shareholder as of June 30,2021.

On December 11, 2020 the Company closed an underwritten public offering of 5,069,200 ordinary shares, including 661,200 ordinary shares sold pursuantto the full exercise of the underwriters’ over-allotment option, at a price of $33 per new share. Gross proceeds were approximately $167 million. Given thatthe offering was issued through a subsidiary in Jersey, which became wholly owned by the Company at closing, and subsequently liquidated, the premiumon issuance was credited to a merger reserve account (Capital reserves), net of issuance costs, for $161 million. Additionally, Algonquin committed topurchase 4,020,860 ordinary shares in a private placement in order to maintain its previous equity ownership of 44.2% in the Company. The privateplacement closed on January 7, 2021. Gross proceeds were approximately $133 million.

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During the first quarter of 2021, the Company changed the accounting scheme applied to its existing long-term incentive plans granted to employees fromcash-settled to equity-settled in accordance with IFRS 2, Share-based Payment. The liability recognized for the rights vested by the employees under suchplans at the date of this change, was reclassified to equity within the line “Accumulated deficit” for approximately $9 million. The settlement in shares wasapproved by the Board of Directors held on February 26, 2021, and the Company issued 141,482 new shares to its employees since then, to settle a portionof these plans.

Atlantica´s reserves as of June 30, 2021 are made up of the share premium account and capital reserves.

Other reserves primarily include the change in fair value of cash flow hedges and its tax effect.

Accumulated currency translation differences primarily include the result of translating the financial statements of subsidiaries prepared in a foreigncurrency into the presentation currency of the Company, the U.S. dollar.

Accumulated deficit primarily includes results attributable to Atlantica.

Non-controlling interests fully relate to interests held by JGC in Solacor 1 and Solacor 2, by Idae in Seville PV, by Itochu Corporation in Solaben 2 andSolaben 3, by Algerian Energy Company, SPA and Sacyr Agua S.L. in Skikda , by Industrial Development Corporation of South Africa (IDC) and KaxuCommunity Trust in Kaxu, by Algonquin Power Co. in AYES Canada, by Algerian Energy Company, SPA in Tenes and by partners of the Company in theChilean renewable energy platform in Chile PV 1 and Chile PV 2.

On February 26, 2021, the Board of Directors declared a dividend of $0.42 per share corresponding to the fourth quarter of 2020. The dividend was paidon March 22, 2021 for a total amount of $46.5 million.

On May 4, 2021, the Board of Directors declared a dividend of $0.43 per share corresponding to the first quarter of 2021. The dividend was paid on June15, 2021 for a total amount of $47.7 million.

In addition, the Company declared dividends to non-controlling interests, primarily to Algonquin for $8.5 million in the six-month period ended June 30,2021 ($8.8 million in the six-month period ended June 30, 2020).

As of June 30, 2021, there was no treasury stock and there have been no transactions with treasury stock during the six-month period then ended.

Note 14. - Corporate debt

The breakdown of corporate debt as of June 30, 2021 and December 31, 2020 is as follows:

Balance as of


2021 2020 ($ in thousands) Non-current 1,006,421 970,077 Current 18,640 23,648 Total Corporate Debt 1,025,061 993,725

On July 20, 2017, the Company signed a credit facility (the “2017 Credit Facility”) for up to €10 million, approximately $11.9 million, which is availablein euros or U.S. dollars. Amounts drawn down accrue interest at a rate per year equal to EURIBOR plus 2% or LIBOR plus 2%, depending on the currency,with a floor of 0% on the LIBOR and EURIBOR. As of June 30, 2021, and December 31, 2020, the 2017 Credit Facility was fully available. The creditfacility maturity is July 1, 2023.

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On May 10, 2018, the Company entered into the Revolving Credit Facility for $215 million with a syndicate of banks. Amounts drawn down accrueinterest at a rate per year equal to (A) for Eurodollar rate loans, LIBOR plus a percentage determined by reference to the leverage ratio of the Company,ranging between 1.60% and 2.25% and (B) for base rate loans, the highest of (i) the rate per annum equal to the weighted average of the rates on overnightU.S. Federal funds transactions with members of the U.S. Federal Reserve System arranged by U.S. Federal funds brokers on such day plus ½ of 1.00%,(ii) the U.S. prime rate and (iii) LIBOR plus 1.00%, in any case, plus a percentage determined by reference to the leverage ratio of the Company, rangingbetween 0.60% and 1.00%. Letters of credit may be issued using up to $100 million of the Revolving Credit Facility. During 2019, the amount of theRevolving Credit Facility increased from $215 million to $425 million and the maturity was extended to December 31, 2022. In the first quarter of 2021,the Company increased the amount of the Revolving Credit Facility from $425 million to $450 million and the maturity has been extended to December 31,2023. On June 30, 2021, the Company had issued letters of credit for $10 million and, therefore, $440 million of the Revolving Credit Facility are available($415 million as of December 31, 2020).

On April 30, 2019, the Company entered into the Note Issuance Facility 2019, a senior unsecured note facility with a group of funds managed byWestbourne Capital as purchasers of the notes issued thereunder for a total amount of €268 million, approximately $318 million, with maturity date onApril 30, 2025. Interest accrues at a rate per annum equal to the sum of 3-month EURIBOR plus 4.50%. The interest rate on the Note Issuance Facility2019 is fully hedged by an interest rate swap resulting in the Company paying a net fixed interest rate of 4.24%. The Note Issuance Facility 2019 providedthat the Company may capitalize interest on the notes issued thereunder for a period of up to two years from closing at the Company´s discretion, subject tocertain conditions, and the Company elected to capitalize such interest until the end of 2020. The Note Issuance Facility 2019 has been fully repaid on June4, 2021, and subsequently delisted from the Official List of The International Stock Exchange.

On October 8, 2019, the Company filed a euro commercial paper program (the “Commercial Paper”) with the Alternative Fixed Income Market (MARF) inSpain. The program had an original maturity of twelve months and was extended for another twelve-month period on October 8, 2020. The program allowsAtlantica to issue short term notes over the next twelve months for up to €50 million (approximately $59 million), with such notes having a tenor of up totwo years. As of June 30, 2021, the Company had €11.5 million (approximately $13.6 million) issued and outstanding under the program at an average costof 0.57% (€17.4 million, approximately $20.6 million, as of December 31, 2020).

On April 1, 2020, the Company closed the secured 2020 Green Private Placement for €290 million (approximately $344 million). The private placementaccrues interest at an annual 1.96% interest rate, payable quarterly and has a June 2026 maturity.

On July 8, 2020, the Company entered into the Note Issuance Facility 2020, a senior unsecured financing with a group of funds managed by WestbourneCapital as purchasers of the notes issued thereunder for a total amount of approximately $166 million, which is denominated in euros (€140 million). TheNote Issuance Facility 2020 was issued on August 12, 2020, accrues annual interest of 5.25%, payable quarterly and has a maturity of seven years from theclosing date.

On July 17, 2020, the Company issued the Green Exchangeable Notes for $100 million in aggregate principal amount of 4.00% convertible bonds due in2025. On July 29, 2020, the Company closed an additional $15 million aggregate principal amount in. The notes mature on July 15, 2025 and bear interestat a rate of 4.00% per annum. The initial exchange rate of the notes is 29.1070 ordinary shares per $1,000 principal amount of notes, which is equivalent toan initial exchange price of $34.36 per ordinary share. Noteholders may exchange their notes at their option, at any time prior to the close of business onthe scheduled trading day immediately preceding April 15, 2025, only during certain periods and upon satisfaction of certain conditions. On or after April15, 2025, noteholders may exchange their notes at any time. Upon exchange, the notes may be settled, at the election of the Company, into Atlanticaordinary shares, cash or a combination thereof. The exchange rate is subject to adjustment upon the occurrence of certain events.

As per IAS 32, “Financial Instruments: Presentation”, the conversion option of the Green Exchangeable Notes is an embedded derivative classified withinthe line “Derivative liabilities” of these Consolidated Condensed Interim Financial Statements (Note 9). It was initially valued at transaction date for $10million, and prospective changes to its fair value are accounted for directly through the profit and loss statement. The principal element of the GreenExchangeable Notes, classified within the line “Corporate debt” of these Consolidated Condensed Interim Financial Statements, is initially valued as thedifference between the consideration received from the holders of the instrument and the value of the embedded derivative, and thereafter, at amortized costusing the effective interest method as per IFRS 9, “Financial Instruments”.

On December 4, 2020, the Company entered into a loan with a local bank (Bank loan) for €5 million, approximately $5.9 million. The Bank loan accruesinterest at a rate per year equal to 2.50%. The maturity date is December 4, 2025.

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On May 18, 2021, the Company issued the Green Senior Notes due 2028 in an aggregate principal amount of $400 million. The notes mature on May 15,2028 and bear interest at a rate of 4.125% per annum payable on June 15 and December 15 of each year, commencing December 15, 2021

The repayment schedule for the corporate debt as of June 30, 2021 is as follows:

Remainder

of 2021

BetweenJanuary

andJune2022

BetweenJulyand

December2022 2023 2024 2025

Subsequentyears Total

($ in thousands) 2017 Credit Facility 6 - - - - - - 6 Commercial Paper 13,623 - - - - - - 13,623 2020 Green Private Placement 300 - - - - - 340,934 341,234 Note Issuance Facility 2020 - - - - - - 162,217 162,217 Green Exchangeable Notes 2,082 - - - - 103,360 - 105,442 Bank loan 11 - - 1,976 1,976 1,935 - 5,898 Green Senior Notes 2,618 - - - - - 394,023 396,641 Total 18,640 - - 1,976 1,976 105,295 897,174 1,025,061

The repayment schedule for the corporate debt as of December 31, 2020 was as follows:

2021 2022 2023 2024 2025 Subsequent

years Total ($ in thousands) 2017 Credit Facility 41 - - - - - 41 Notes Issuance Facility 2019 - - - - 343,999 - 343,999 Commercial Paper 21,224 - - - - - 21,224 2020 Green Private Placement 289 - - - - 351,026 351,315 Note Issuance Facility 2020 - - - - - 166,846 166,846 Green Exchangeable Notes 2,083 - - - 102,144 - 104,227 Bank loan 11 - 2,036 2,036 1,990 - 6,073 Total 23,648 - 2,036 2,036 448,133 517,872 993,725

Note 15. - Project debt

This note shows the project debt linked to the contracted concessional assets included in Note 6 of these Consolidated Condensed Interim FinancialStatements.

Project debt is generally used to finance contracted assets, exclusively using as guarantee the assets and cash flows of the company or group of companiescarrying out the activities financed. In addition, the cash of the Company´s projects includes funds held to satisfy the customary requirements of certainnon-recourse debt agreements and other restricted cash for an amount of $292 million as of June 30, 2021 ($280 million as of December 31, 2020).

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The breakdown of project debt for both non-current and current liabilities as of June 30, 2021 and December 31, 2020 is as follows:



2021 2020 ($ in thousands) Non-current 4,678,849 4,925,268 Current 695,341 312,346 Total Project debt 5,374,190 5,237,614

The increase in total project debt as of June 30, 2021 is primarily due to business combinations for a total amount of $322 million (Note 5), partially offsetby the lower value of debt denominated in Euros given the depreciation of the Euro against the U.S. dollar since December 31, 2020, and the repayment ofProject debt for the period in accordance with the financing arrangements.

The Kaxu project financing arrangement contains cross-default provisions related to Abengoa such that debt defaults by Abengoa, subject to certainthreshold amounts and/or a restructuring process, could trigger a default under the Kaxu project financing arrangement. The insolvency filing by theindividual company Abengoa S.A. on February 22, 2021 represents a theoretical event of default under the Kaxu project finance agreement. Although theCompany does not expect the acceleration of debt to be declared by the credit entities, Kaxu does not have what International Accounting Standards defineas an unconditional right to defer the settlement of the debt for at least twelve months, as the cross-default provisions make that right conditional.Therefore, Kaxu total debt has been presented as current in the Consolidated Condensed Interim Financial Statements of the Company as of June 30, 2021for an amount of $359 million, in accordance with International Accounting Standards 1 (“IAS 1”), “Presentation of Financial Statements”. The Companyis currently negotiating a waiver from the creditors and/or contractual modifications to permanently remove the cross-default provision.

The repayment schedule for project debt in accordance with the financing arrangements and assuming there will be no acceleration of the Kaxu debt, as ofJune 30, 2021, is as follows and is consistent with the projected cash flows of the related projects:

Remainder of 2021

Interestrepayment

Nominalrepayment

BetweenJanuary

andJune 2022

BetweenJuly and

December 2022 2023 2024 2025Subsequent

years Total ($ in thousands)

18,021 202,332 136,155 194,551 364,781 378,875 512,890 3,566,585 5,374,190

The repayment schedule for project debt in accordance with the financing arrangements as of December 31, 2020, was as follows and was consistent withthe projected cash flows of the related projects:

2021 2022 2023 2024 2025 Subsequent

years Total

($ in thousands) Interest

repayment Nominal

repayment

19,287 293,059 328,364 355,806 371,548 508,843 3,360,707 5,237,614

Note 16. - Grants and other liabilities

Balance as of


2021 2020 ($ in thousands) Grants 999,258 1,028,765 Other Liabilities 222,444 201,002 Grants and other non-current liabilities 1,221,702 1,229,767

As of June 30, 2021, the amount recorded in Grants primarily corresponds to the ITC Grant awarded by the U.S. Department of the Treasury to Solana andMojave for a total amount of $658 million ($674 million as of December 31, 2020). The amount recorded in Grants as a liability is progressively recordedas other income over the useful life of the asset.

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The remaining balance of the “Grants” account corresponds to loans with interest rates below market rates for Solana and Mojave for a total amount of$339 million ($352 million as of December 31, 2020). Loans with the Federal Financing Bank guaranteed by the Department of Energy for these projectsbear interest at a rate below market rates for these types of projects and terms. The difference between proceeds received from these loans and its fair value,is initially recorded as “Grants” in the consolidated statement of financial position, and subsequently recorded progressively in “Other operating income”.

Total amount of income for these two types of grants for Solana and Mojave is $29.4 million for the six-month periods ended June 30, 2021 and 2020(Note 20).

Other liabilities primarily include $52 million of non-current finance lease liabilities and $106 million of dismantling provision as of June 30, 2021 ($52million and $88 million as of December 2020, respectively).

Note 17. - Trade payables and other current liabilities

Trade payables and other current liabilities as of June 30, 2021 and December 31, 2020 are as follows:

Balance as of


2021 2020 ($ in thousands) Trade accounts payable 74,689 54,219 Down payments from clients 4,244 416 Other accounts payable 54,522 37,922 Total 133,455 92,557

Trade accounts payables mainly relate to the operation and maintenance of the plants.

Nominal values of trade payables and other current liabilities are considered to be approximately equal to fair values and the effect of discounting them isnot significant.

Note 18. - Income Tax

The effective tax rate for the periods presented has been established based on Management’s best estimates, taking into account the tax treatment ofpermanent differences and tax credits.

For the six-month period ended June 30, 2021, income tax amounted to a $33,128 thousand expense with respect to a profit before income tax of $37,615thousand. In the six-month period ended June 30, 2020, income tax amounted to a $3,471 thousand expense with respect to a loss before income tax of$22,721 thousand. The effective tax rate differs from the nominal tax rate mainly due to unrecognized tax loss carryforwards in UK entities, provisions forpotential tax contingencies and permanent tax differences in some jurisdictions.

Note 19. - Financial expense, net

Financial income and expenses

The following table sets forth financial income and expenses for the six-month periods ended June 30, 2021 and 2020:

For the six-month period ended June 30, Financial income 2021 2020 ($ in thousands) Interest income from loans and credits 1,027 5,489 Interest rates gains on derivatives: cash flow hedges 205 184 Total 1,232 5,673

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For the six-month period ended June 30, Financial expenses 2021 2020 Expenses due to interest: ($ in thousands) - Loans from credit entities (128,834) (132,221)- Other debts (30,048) (39,300)Interest rates losses on derivatives: cash flow hedges (30,642) (38,592)Total (189,524) (210,113)

Interest from other debts is primarily interest on the notes issued by ATS, ATN, Solaben Luxembourg, Hypesol Solar Inversiones (the company financingthe Helios projects) and Atlantica Sustainable Infrastructure Jersey. The decrease in the six-month period ended June 30, 2021 is primarily due to theacquisition of Liberty’s equity interest in Solana in August 2020, which was accounted for as a liability in these Consolidated Condensed Interim FinancialStatements, in accordance with IAS 32.

Losses from interest rate derivatives designated as cash flow hedges primarily correspond to transfers from equity to financial expense when the hedgeditem impacts the consolidated income statement.

Net exchange differences

Net exchange differences primarily correspond to realized and unrealized exchange gains and losses on transactions in foreign currencies as part of thenormal course of business of the Company.

Other financial income and expenses

The following table sets out Other financial income and expenses for the six-month periods ended June 30, 2021, and 2020:

For the six-month period ended June 30, Other financial income / (expenses) 2021 2020

($ in thousands) Other financial income 21,434 11,468 Other financial losses (8,133) (8,649)Total 13,301 2,819

Other financial income in the six-month period ended June 30, 2021, includes a $5.7 million income for non-monetary change to the fair value ofderivatives of Kaxu for which hedge accounting is not applied, and $8 million income further to the change in the fair value of the conversion option of theGreen Exchangeable Notes since December 2020 (Note 14). Residual items are primarily interests on deposits and loans, including non-monetary changesto the amortized cost of such loans.

Other financial losses include guarantees and letters of credit, other bank fees, non-monetary changes to the fair value of derivatives for which hedgeaccounting is not applied and of financial instruments recorded at fair value through profit and loss, and other minor financial expenses.

Note 20.- Other operating income and expenses

The table below shows the detail of Other operating income and expenses for the six-month periods ended June 30, 2021, and 2020:

Other operating income For the six-month period ended June 30, 2021 2020 ($ in thousands) Grants (Note 16) 29,625 29,503 Insurance proceeds and other 10,645 27,733 Total 40,270 57,236

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Other operating expenses For the six-month period ended June 30, 2021 2020 ($ in thousands) Raw materials and consumables used (44,785) (4,136)Leases and fees (3,808) (1,285)Operation and maintenance (77,672) (49,716)Independent professional services (18,222) (19,136)Supplies (14,385) (11,382)Insurance (21,932) (17,973)Levies and duties (22,299) (18,828)Other expenses (12,689) (3,636)Total (215,792) (126,092)

The increase in Other operating expenses in 2021 is primarily due to the business combinations made effective during the six-month period ended June 30,2021 (Note 5).

Note 21. - Earnings per share

Basic earnings per share have been calculated by dividing the loss attributable to equity holders by the average number of outstanding shares.

Diluted earnings per share for the six-month period ended June 30, 2021 have been calculated considering the potential issuance of 3,347,305 shares on thesettlement of the Green Exchangeable Notes (Note 14). Diluted earnings per share equal basic earnings per share for the six-month period ended June 30,2020.

Item For the six-month period ended June 30, 2021 2020 ($ in thousands) Loss attributable to Atlantica (6,829) (28,171)Average number of ordinary shares outstanding (thousands) - basic 110,594 101,602 Average number of ordinary shares outstanding (thousands) - diluted 113,941 101,602 Earnings per share for the period (U.S. dollar per share) - basic (0.06) (0.28)Earnings per share for the period (U.S. dollar per share) - diluted (0.06) (0.28)

Note 22. - Subsequent events

On July 30, 2021, the Board of Directors of the Company approved a dividend of $0.43 per share, which is expected to be paid on September 15, 2021.

On July 30, 2021, the Board of Directors approved an “at-the-market program” (the “ATM”) and approved entering into a distribution agreement with J.P.Morgan Securities LLC, as sales agent, (the “Distribution Agreement”) under which the Company may offer and sell from time to time up to $150 millionof its ordinary shares.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read together with, and is qualified in its entirety by reference to, our Consolidated Condensed InterimFinancial Statements and our Annual Consolidated Financial Statements prepared in accordance with IFRS as issued by the IASB and other disclosuresincluding the disclosures under “Part II. Item 1A. Risk Factors” and “Item 3.D – Risk Factors” in our Annual Report. The following discussion containsforward-looking statements that reflect our plans, estimates and beliefs, which are based on assumptions we believe to be reasonable. Our actual resultscould differ materially from those discussed in such forward-looking statements. The results shown here are not necessarily indicative of the resultsexpected in any future period. Please see our Annual Report for additional discussion of various factors affecting our results of operations. Overview We are a sustainable infrastructure company with a majority of our business in renewable energy assets. In 2020, our renewable sector representedapproximately 74% of our revenue, with solar energy representing approximately 70%. We complement our renewable assets portfolio with storage,efficient natural gas and heat and transmission infrastructure assets, as enablers of the transition towards a clean energy mix. We are also present in waterinfrastructure assets, a sector at the core of sustainable development. Our purpose is to support the transition towards a more sustainable world by investingin and managing sustainable infrastructure, while creating long-term value for our investors and the rest of our stakeholders. As of the date of this quarterly report, we own or have an interest in a portfolio of diversified assets, both in terms of business sector and geographicfootprint. Our portfolio consists of 34 assets with 2,018 MW of aggregate renewable energy installed generation capacity (of which approximately 71% issolar), 343 MW of efficient natural gas-fired power generation capacity, 55MWt of district heating capacity, 1,166 miles of transmission lines and 17.5 Mft3 per day of water desalination. We currently own and manage operating facilities in North America (United States, Canada and Mexico), South America (Peru, Chile, and Uruguay) andEMEA (Spain, Algeria and South Africa). We intend to expand our portfolio, while maintaining North America, South America and Europe as our coregeographies. Our assets generally have contracted revenue (regulated revenue in the case of our Spanish assets and one transmission line in Chile). We focus on long-lifefacilities, as well as long-term agreements that we expect to produce stable, long-term cash flows. As of June 30, 2021, our assets had a weighted averageremaining contract life of approximately 16 years. Most of the assets we own, or which we hold an interest in, have project-finance agreements in place.We intend to grow our cash available for distribution and our dividend to shareholders through organic growth and by investing in new assets and/orbusinesses where revenue may not be fully contracted. We believe we can achieve organic growth through the optimization of the existing portfolio, escalation factors at many of our assets and the expansion ofcurrent assets, particularly our transmission lines, to which new assets can be connected. Additionally, we should have repowering opportunities in certainexisting renewable energy assets. Additionally, we expect to acquire assets from third parties leveraging the local presence and network we have in geographies and sectors in which weoperate. We have also entered into and intend to enter into agreements or partnerships with developers and asset owners to acquire assets. We also investdirectly and through investment vehicles with partners in assets under development or construction.

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We have signed a ROFO agreement with AAGES, a joint venture designed to invest in the development and construction of contracted clean energy andcontracted water infrastructure assets, created by Algonquin, a North American diversified generation, transmission and distribution utility company thatowns a 44.2% stake in our capital stock. With this business model, our objective is to pay a consistent and growing cash dividend to shareholders that is sustainable on a long-term basis. We expectto distribute a significant percentage of our cash available for distribution as cash dividends and we will seek to increase such cash dividends over timethrough organic growth and through the acquisition of assets. Pursuant to our cash dividend policy, we intend to pay a cash dividend each quarter to holdersof our shares.

Recent Acquisitions

In January 2019, we entered into an agreement for the acquisition of Tenes, a water desalination plant. Closing of the acquisition was subject to certainconditions precedent, which were not fulfilled. In accordance with the terms of the share purchase agreement, the advance payment made for theacquisition was converted into a secured loan to be reimbursed by Befesa Agua Tenes, together with 12% per annum interest, through a full cash-sweep ofall the dividends to be received from the asset. On May 31, 2020, we entered into a new agreement, which provides us with certain additional decisionrights and a majority at the board of directors of Befesa Agua Tenes. Therefore, we concluded that we have had control over Tenes since May 31, 2020 andas a result we have fully consolidated the asset from that date. On April 3, 2020 we made an investment in the creation of a renewable energy platform in Chile, together with financial partners, in which we now ownapproximately a 35% stake and have a strategic investor role. The first investment was the acquisition of a 55 MW solar PV plant in April 2020 (Chile PV1). Our initial contribution was approximately $4 million. On January 6, 2021 we closed our second investment through the platform with the acquisition ofChile PV 2, a 40 MW PV plant. This asset started commercial operation in 2017 and its revenue is partially contracted. The total equity investment in thisnew asset was approximately $5.0 million. We have concluded that we have control over these assets, and we have been fully consolidating them sincetheir respective acquisition dates. The platform intends to make further investments in renewable energy in Chile and to sign PPAs with creditworthy off-takers. On August 17, 2020 we closed the acquisition of the Liberty Ownership Interest in Solana. Liberty was the tax equity investor in Solana. The total equityinvestment is expected to be up to $285 million, including earn out, of which $272 million has already been paid. The total price includes a deferredpayment and a performance earn-out based on the average annual net production of the asset in the four calendar years with the highest annual netproduction during the five calendar years of 2020 to 2024. In December 2020 we reached an agreement with Algonquin to acquire La Sierpe, a 20 MW solar asset in Colombia for a total equity investment ofapproximately $20 million. Closing is expected to occur after the asset reaches commercial operation, currently expected to occur in the third quarter of2021. Closing is subject to conditions precedent and regulatory approvals. Additionally, we agreed to invest in additional solar plants in Colombia with acombined capacity of approximately 30 MW. In January 2021 we closed the acquisition of a 42.5% equity interest in Rioglass, a supplier of spare parts and services in the solar industry, increasing ourequity interest to 57.5%. In addition, on July 22, 2021 we exercised the option to acquire the remaining 42.5% equity interest in Rioglass. The totalinvestment made in 2021 to acquire the additional 85% equity interest, resulting in a 100% ownership, has been approximately $17.1 million. We havefully consolidated Rioglass in our EMEA and Renewables segments.

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In April, 2021, we closed the acquisition of Coso, a 135 MW renewable asset in California. Coso is the third largest geothermal plant in the United Statesand provides base load renewable energy to the California Independent System Operator (California ISO). It has PPAs signed with three investment gradeoff-takers, with a 19-year average contract life. The total equity investment was approximately $130 million. In addition, on July 15, 2021, as previouslyannounced, we paid an additional amount of $40 million to reduce project debt.

In May 2021 we closed the acquisition of Calgary District Heating, a district heating asset in Canada, for a total equity investment of approximately $22.5million. The asset has availability-based revenue with inflation indexation and 20 years of weighted average contract life. Contracted capacity and volumepayments represent approximately 80% of the total revenue. On June 16, 2021 we closed the acquisition of a 49% interest in a 596 MW wind portfolio in the U.S. for a total equity investment of $198.3 million. EDPRenewables owns the remaining 51%. The assets have PPAs with investment grade off-takers with a five-year average remaining contract life. Theportfolio has no debt as of today and we may raise some non-recourse project debt in the future. In October 2018, we reached an agreement to acquire PTS, a natural gas transportation platform located in Mexico. We initially acquired a 5% stake in theproject and had an agreement to acquire an additional 65% stake subject to the asset entering into commercial operation, non-recourse project financingbeing closed and final approvals and other conditions. Given that the project financing did not close, in June 2021, we reached an agreement with ourpartner to sell our 5% ownership in the project at cost. There are no other costs or liabilities related to this investment. Recent Developments

On July 30, 2021, our board of directors approved a dividend of $0.43 per share. The dividend is expected to be paid on September 15, 2021, toshareholders of record as of August 31, 2021.

Potential implications of Abengoa developments

Abengoa, which is currently our largest supplier and used to be our largest shareholder, went through a restructuring process which started in November2015 and ended in March 2017, and obtained approval for a second restructuring in July 2019. On August 18, 2020 Abengoa filed pre-insolvencyproceedings in Spain for the individual company Abengoa, S.A. (the holding company). On February 22, 2021, Abengoa, S.A. filed for insolvencyproceedings. Based on the public information filed in connection with these proceedings, such insolvency proceedings do not include other Abengoacompanies, such as Abenewco1, S.A., the controlling company of the subsidiaries performing the operation and maintenance services for us. The project financing arrangement for Kaxu contains cross-default provisions related to Abengoa. A debt default by Abengoa, subject to certain thresholdamounts and/or a restructuring process, could trigger a default under the Kaxu project financing arrangement. In March 2017, Atlantica obtained a waiverwith respect to its Kaxu project financing arrangement, which waives any potential cross-defaults by Abengoa up to that date, but the waiver did not coverpotential future cross-default events. The insolvency filing by the individual company Abengoa S.A. in February 2021 represents a theoretical event ofdefault under the Kaxu project finance agreement for which we do not yet have a waiver. Although we do not expect the Kaxu project debt lenders toaccelerate the debt or take any other action, a cross-default scenario, if not cured or waived, may entitle lenders to demand repayment, limit distributionsfrom the asset or enforce on their security interests, which may have a material adverse effect on our business, financial condition, results of operations andcash flows. We are negotiating a waiver from the creditors and/or contractual modifications to permanently remove the cross-default provision.

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In addition, the insolvency filing by the individual company Abengoa, S.A. on February 22, 2021 may cause an insolvency filing of Abenewco1, S.A., thecontrolling company of the subsidiaries performing the operation and maintenance services, or insolvency filings of subsidiaries of Abenewco1, S.A. Adeterioration in the financial position of Abengoa and of certain of its subsidiaries may result in a material adverse effect on certain of our operation andmaintenance agreements. Abengoa and its subsidiaries provide operation and maintenance services for some of our assets. We cannot guarantee thatAbengoa and/or its subcontractors will be able to continue performing with the same level of service (or at all) and under the same terms and conditions,and at the same prices. Because we have long-term operation and maintenance agreements with Abengoa for many of our assets, if Abengoa cannotcontinue performing current services at the same prices, we may need to renegotiate contracts and pay higher prices or change the scope of the contracts.For our assets in EMEA, where Abengoa provides most of the operation and maintenance services, we may need to change the operation and maintenancesupplier, or we may need to internalize part of these services in the upcoming months. This could also cause us to change suppliers or to pay higher pricesor change the level of services. This may have a material adverse effect on our business, financial condition, results of operations and cash flows.

The insolvency filing by Abengoa S.A. in February 2021, the potential insolvency filing by Abenewco1, S.A. (or any of its subsidiaries), a deterioration inthe financial situation of Abengoa or the implementation of a new viability plan may also result in a material adverse effect on Abengoa’s and itssubsidiaries’ obligations, warranties and guarantees, and indemnities covering, for example, potential tax liabilities for assets acquired from Abengoa, orany other agreement. In addition, Abengoa has represented that we would not be a guarantor of any obligation of Abengoa with respect to third parties.Abengoa agreed to indemnify us for any penalty claimed by third parties resulting from any breach in Abengoa’s representations. Certain of theseindemnities and obligations are no longer valid after the insolvency filing by Abengoa, S.A. in February 2021. A potential insolvency of Abenewco1, S.A.may also terminate the remaining obligations, indemnities and guarantees. In addition, in Mexico, Abengoa was the owner of a plant that shares certaininfrastructure and has certain back-to-back obligations with ACT which may result in a material adverse effect on ACT and on our business, financialcondition, results of operations and cash flows. According to public information, this plant is currently controlled by a third party. We refer to “Risk Factors—Risks Related to Our Relationship with Algonquin and Abengoa” in our Annual Report for further discussion of potential implications of the Abengoasituation. Factors Affecting the Comparability of Our Results of Operations Acquisitions and Non-recurrent Projects The results of operations of Chile PV 1 and Tenes have been fully consolidated since April and May 2020, respectively. Tenes was recorded under theequity-method from January 2019 to May 2020, at which point we then gained control over the asset and started to fully consolidate it. The results ofoperations of Chile PV 2, Coso and Calgary District Heating have been fully consolidated since January, April and May 2021, respectively. Vento II hasbeen recorded under the equity method since June 15, 2021.

In addition, the results of operations of Rioglass have been fully consolidated since January 2021. In the first half of 2021, most of Rioglass operatingresults relate to a specific solar project which is expected to end in 2021, and which represented $58.0 million in revenue and $1.1 million in AdjustedEBITDA, included in our EMEA and Renewable energy segments for the first half of 2021 and which are non-recurrent.

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Impairment

IFRS 9 requires impairment provisions to be based on expected credit losses on financial assets rather than on actual credit losses. For the first half of 2021we recorded a reversal of the expected credit loss impairment provision at ACT for $19.4 million following an improvement of its client’s credit riskmetrics in the line “Depreciation, amortization, and impairment charges”. We recorded an expected credit loss impairment provision for $35.7 million forthe first half of 2020.

Change in the useful life of the solar plants in Spain

In September 2020, following a thorough analysis of recent developments in the Energy and Climate Policy Framework adopted by Spain in 2020, wedecided to reduce the useful life of the solar plants in Spain from 35 years to 25 years after COD, effective from September 1, 2020. This change in theestimated useful life was accounted for as a change in accounting estimates in accordance with IAS 8, Accounting Policies, Changes in AccountingEstimates and Errors. As a result, we recorded an approximately $33.9 million increase in “Depreciation and amortization and impairment charges” in thefirst half of 2021 compared with the same period of the previous year.

Significant Trends Affecting Our Results of Operations

Solar, wind and geothermal resources The availability of solar, wind and geothermal resources affects the financial performance of our renewable assets, which may impact our overall financialperformance. Due to the variable nature of solar, wind and geothermal resources, we cannot predict future availabilities or potential variances fromexpected performance levels from quarter to quarter. Based on the extent to which the solar, wind and geothermal resources are not available at expectedlevels, this could have a negative impact on our results of operations. Capital markets conditions

The capital markets in general are subject to volatility that is unrelated to the operating performance of companies. Our growth strategy depends on ourability to close acquisitions, which often requires access to debt and equity financing to complete these acquisitions. Fluctuations in capital markets mayaffect our ability to access this capital through debt or equity financings.

Exchange rates Our functional currency is the U.S. dollar, as most of our revenue and expenses are denominated or linked to U.S. dollars. All our companies located inNorth America and most of our companies in South America have their revenue and financing contracts signed in, or indexed totally or partially to, U.S.dollars, with the exception of Calgary, with revenue in Canadian dollars. Our solar power plants in Spain have their revenue and expenses denominated ineuros, and Kaxu, our solar plant in South Africa, has its revenue and expenses denominated in South African rand. Project financing is typicallydenominated in the same currency as that of the contracted revenue agreement. This policy seeks to ensure that the main revenue and expenses streams inforeign companies are denominated in the same currency, limiting our risk of foreign exchange differences in our financial results. Our strategy is to hedge cash distributions from our Spanish assets. We hedge the exchange rate for the distributions from our Spanish assets afterdeducting euro-denominated interest payments and euro-denominated general and administrative expenses. Through currency options, we have hedged100% of our euro-denominated net exposure for the next 12 months and 75% of our euro-denominated net exposure for the following 12 months. Weexpect to continue with this hedging strategy on a rolling basis.

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Although we hedge cash-flows in euros, fluctuations in the value of the euro in relation to the U.S. dollar may affect our operating results. For example,revenue in euro-denominated companies could decrease when translated to U.S. dollar at the average foreign exchange rate solely due to a decrease in theaverage foreign exchange rate, in spite of revenue in the original currency being stable. Apart from the impact of these translation differences, the exposureof our income statement to fluctuations of foreign currencies is limited, as the financing of projects is typically denominated in the same currency as that ofthe contracted revenue agreement. In our discussion of operating results, we have included foreign exchange impacts in our revenue by providing constant currency revenue growth. Theconstant currency presentation is not a measure recognized under IFRS and excludes the impact of fluctuations in foreign currency exchange rates. Webelieve providing constant currency information provides valuable supplemental information regarding our results of operations. We calculate constantcurrency amounts by converting our current period local currency revenue using the prior period foreign currency average exchange rates and comparingthese adjusted amounts to our prior period reported results. This calculation may differ from similarly titled measures used by others and, accordingly, theconstant currency presentation is not meant to substitute recorded amounts presented in conformity with IFRS as issued by the IASB, nor should suchamounts be considered in isolation.

Impacts associated with fluctuations in foreign currency are discussed in more detail under “Quantitative and Qualitative Disclosure about Market Risk—Foreign exchange risk”. Fluctuations in the value of the South African rand in relation to the U.S. dollar may also affect our operating results. Interest rates We incur significant indebtedness at the corporate and asset level. The interest rate risk arises mainly from indebtedness at variable interest rates. Tomitigate interest rate risk, we primarily use long-term interest rate swaps and interest rate options which, in exchange for a fee, offer protection against arise in interest rates. As of December 31, 2020, approximately 92% of our project debt and close to 100% of our corporate debt either has fixed interestrates or has been hedged with swaps or caps. Nevertheless, our results of operations can be affected by changes in interest rates with respect to theunhedged portion of our indebtedness that bears interest at floating rates, which typically bear a spread over EURIBOR or LIBOR.

Key Financial Measures

We regularly review a number of financial measurements and operating metrics to evaluate our performance, measure our growth and make strategicdecisions. In addition to traditional IFRS performance measures, such as total revenue, we also consider Adjusted EBITDA. Our management believesAdjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them withadditional tools to compare business performance across companies and across periods. EBITDA is widely used by investors to measure a company’soperating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from companyto company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired. AdjustedEBITDA is widely used by other companies in our industry. Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization andimpairment charges of entities included in these Consolidated Condensed Interim Financial Statements. Our revenue and Adjusted EBITDA by geography and business sector for the six-month period ended June 30, 2021 and 2020 are set forth in the followingtables:

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Six-month period ended June 30, Revenue by geography 2021 2020

$ in

millions % of

revenue $ in

millions % of

revenue North America $ 178.8 29.3% $ 157.9 33.9%South America 78.4 12.8% 75.0 16.1%EMEA 354.0 57.9% 232.8 50.0%Total revenue $ 611.2 100% $ 465.7 100%

Six-month period ended June 30, Revenue by business sector 2021 2020

$ in

millions % of

revenue $ in

millions % of

revenue Renewable energy $ 471.6 77.2% $ 344.7 74.0%Efficient natural gas & heat 58.5 9.6% 52.0 11.2%Transmission lines 53.6 8.8% 53.4 11.4%Water 27.5 4.5% 15.6 3.4%Total revenue $ 611.2 100% $ 465.7 100%

Six-month period ended June 30, Adjusted EBITDA by geography 2021 2020

$ in

millions

AdjustedEBITDA

Margin (2) $ in

millions

AdjustedEBITDA

Margin (2) North America $ 131.6 73.6% $ 139.3 88.2%South America 60.2 76.8% 59.8 79.7%EMEA 204.8 57.9% 173.5 74.5%Total Adjusted EBITDA(1) $ 396.6 64.9% $ 372.6 80.0%

Six-month period ended June 30, Adjusted EBITDA by business sector 2021 2020

$ in

millions

AdjustedEBITDA

Margin (2) $ in

millions

AdjustedEBITDA

Margin (2) Renewable energy $ 293.6 62.3% $ 274.8 79.7%Efficient natural gas & heat 45.3 77.4% 45.9 88.3%Transmission lines 42.5 79.3% 43.2 80.9%Water 15.2 55.3% 8.7 55.8%Total Adjusted EBITDA(1) $ 396.6 64.9% $ 372.6 80.0%

Note:—(1) Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-

controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortizationand impairment charges of entities included in our financial statements. Adjusted EBITDA is not a measure of performance under IFRS as issued bythe IASB, and you should not consider Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operatingperformance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measuresof performance under generally accepted accounting principles. We believe that Adjusted EBITDA is a useful indicator of our ability to incur andservice our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Adjusted EBITDA and similar measures are usedby different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Adjusted EBITDAmay not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Item 2— Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures.”

(2) Adjusted EBITDA Margin is calculated as Adjusted EBITDA for each geography and business sector divided by revenue for each geography andbusiness sector.

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Reconciliation of profit/(loss) for the period to Adjusted EBITDA

For the six-month period

ended June 30, 2021 2020 ($ in millions)

(Loss)/Profit for the year attributable to the parent company $ (6.8) $ (28.2)Profit/(loss) attributable to non-controlling interests from continuing operations 11.3 2.0 Income tax expense 33.1 3.5 Share of profit/(loss) of associates carried under the equity method (2.6) (1.6)Financial expense, net 172.8 202.8 Operating profit /(loss) $ 207.8 $ 178.5 Depreciation, amortization and impairment charges 188.9 194.1 Adjusted EBITDA $ 396.6 $ 372.6

The following table sets forth a reconciliation of Adjusted EBITDA to our net cash provided by or used in operating activities: Reconciliation of net cash provided by operating activities to Adjusted EBITDA

For the six-month periodended June 30,

2021 2020 ($ in millions)

Net cash flow provided by operating activities $ 246.3 $ 148.4 Net interest /taxes paid 163.7 131.0 Changes in working capital (20.4) 84.0 Other non-cash adjustments and other 7.0 9.2 Adjusted EBITDA $ 396.6 $ 372.6

Operational Metrics In addition to the factors described above, we closely monitor the following key drivers of our business sectors’ performance to plan for our needs, and toadjust our expectations, financial budgets and forecasts appropriately.

● MW in operation in the case of Renewable energy and Efficient natural gas & heat assets, miles in operation in the case of Transmission and Mft3 perday in operation in the case of Water assets, are the indicators which provide information about the installed capacity or size of our portfolio of assets.

● Production measured in GWh in our Renewable energy and efficient natural gas & heat assets provides information about the performance of these

assets. ● Availability in the case of our efficient natural gas & heat assets, Transmission and Water assets also provides information on the performance of the

assets. In these business segments revenues are based on availability, which is the time during which the asset was available to our client totally orpartially divided by contracted availability or budgeted availability, as applicable.

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Volume sold and availability levelssix-month period ended June 30,

Key performance indicator 2021 2020 Renewable energy MW in operation(1) 2,018 1,551 GWh produced(2) 1,984 1,482 Efficient natural gas & heat MW in operation(3) 398 343 GWh produced(4) 1,043 1,268 Availability (%) 99.4% 101.7%Transmission lines Miles in operation 1,166 1,166 Availability (%) 99.9% 99.9%Water Mft3 in operation(1) 17.5 17.5 Availability (%) 99.7% 102.0%

Note:(1) Represents total installed capacity in assets owned or consolidated at the end of the period, regardless of our percentage of ownership in each of the

assets, except for Vento II for which we have included our 49% interest.(2) Includes 49% of Vento II wind portfolio production since its acquisition. Includes curtailment in wind assets for which we receive compensation.(3) Includes 43MW corresponding to our 30% share of Monterrey and 55 MWt corresponding to thermal capacity for Calgary District Heating.(4) GWh produced includes 30% of the production from Monterrey.

Production in the renewable business sector increased by 33.9% in the six-month period ended June 30, 2021, compared to the same period of the previousyear. The increase was mainly driven by the contribution from the recently acquired renewable assets Coso, Chile PV 1, Chile PV 2 and Vento II, bringingapproximately 393 GWh of additional electricity generation. Production also increased at Kaxu due to the unscheduled outage that affected part of the firsthalf of 2020, largely covered by insurance, as well as in Spain and in North America mainly due to better solar radiation. This increase in production wasoffset by a decrease in production of 6.5% in our wind assets in South America due to lower wind resource.

Efficient natural gas & heat production was lower in the first half of 2021 compared to the same period from 2020 due to lower production at ACT, mainlydue to lower demand from our off-taker. This did not affect our revenue as the contract is based on availability.

In Water, the decrease in availability was largely due to the installation of some new safety-related equipment at Tenes during the first quarter of 2021. Ourtransmission lines, where revenue is also based on availability, continue to achieve high availability levels.

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Results of Operations

The table below illustrates our results of operations for the six-month periods ended June 30, 2021 and 2020.

Six -month period ended June 30, 2021 2020 % Changes ($ in millions)

Revenue $ 611.2 $ 465.7 31.2 %Other operating income 40.3 57.2 (29.5) %Employee benefit expenses (39.0) (24.3) 60.5 %Depreciation, amortization, and impairment charges (188.9) (194.0) (2.6) %Other operating expenses (215.8) (126.1) 71.1 %Operating profit $ 207.8 $ 178.5 16.4 %

Financial income 1.2 5.7 (78.9) %Financial expense (189.5) (210.1) (9.8) %Net exchange differences 2.2 (1.2) 283.3 %Other financial income/(expense), net 13.3 2.8 375.0 %Financial expense, net $ (172.8) $ (202.8) (14.8) %

Share of profit/(loss) of associates carried under the equity method 2.6 1.6 62.5 %Profit before income tax $ 37.6 $ (22.7) 265.6 %

Income tax (33.1) (3.5) 845.7 %Profit for the period $ 4.5 $ (26.2) 117.2 %

Profit attributable to non-controlling interests (11.3) (2.0) 465.0 %Loss for the period attributable to the parent company $ (6.8) $ (28.2) (75.9) %Weighted average number of ordinary shares outstanding (thousands) - basic 110.6 101.6 Weighted average number of ordinary shares outstanding (thousands) - diluted 113.9 101.6 Basic earnings per share attributable to the parent company (U.S. dollar per share) (0.06) (0.28) Diluted earnings per share attributable to the parent company (U.S. dollar per share) (0.06) (0.28) Dividend paid per share(1) 0.85 0.82 Note:(1) On February 26, 2021 and May 4, 2021, our board of directors approved a dividend of $0.42 and $0.43 per share corresponding to the fourth quarter of

2020 and to the first quarter of 2021, which were paid on March 22, 2021 and June 15, 2021 respectively. On February 26, 2020 and May 6, 2020 ourboard of directors approved a dividend of $0.41 per share for each of the fourth quarter of 2019 and the first quarter of 2020, which were paid onMarch 23, 2020 and June 15, 2020 respectively.

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Comparison of the Six-Month Periods Ended June 30, 2021 and 2020.

The significant variances or variances of the significant components of the results of operations are discussed in the following section. Revenue Revenue increased by 31.2% to $611.2 million for the six-month period ended June 30, 2021, compared to $465.7 million for the six-month period endedJune 30, 2020. On a constant currency basis, revenue for the first half 2021 was $586.5 million, representing an increase of 26% compared to the first halfof 2020. On a constant currency basis and excluding the Rioglass non-recurrent solar project previously described, revenue for the first half 2021 was$528.5 million, representing an increase of 13.5% compared to the first half of 2020. The increase in revenue was primarily due to the contribution of therecently acquired assets Coso, Calgary, Chile PV1 and Chile PV2, as well as Tenes, which we started to fully consolidate beginning in May 2020. Revenuewas also higher at Kaxu, where an unscheduled outage affected production in part of the first half of 2020. Damage and business interruption were coveredby our insurance, however insurance proceeds were recorded in “Other operating income”. In addition, revenue increased at ACT mainly due to higherrevenue in the portion of the tariff related to operation and maintenance services, driven by higher operation and maintenance costs for the six-monthperiod ended June 30, 2021 compared to the same period of the previous year. At ACT, operation and maintenance costs are higher in the quarterspreceding any major maintenance, the next of which is scheduled for the end of 2021. Additionally, revenue increased at our solar assets in Spain and NorthAmerica, mainly due to higher solar radiation in the first half of 2021 compared to the same period of the previous year. These effects were partially offsetby a decrease in revenue from our wind assets in South America, largely caused by lower wind resource. Other operating income The following table sets forth our other operating income for the six-month period ended June 30, 2021 and 2020:

Six-month period ended June 30, Other operating income 2021 2020 ($ in millions) Grants $ 29.6 $ 29.5 Insurance proceeds and other 10.7 27.7 Total $ 40.3 $ 57.2

In the first half of 2020, we recorded a $13.7 million income corresponding to compensation received from our insurance company for the Kaxu projectand $6.6 million in insurance income received at Solana and Mojave. In the first half of 2021, Insurance proceeds and other mainly corresponded to $6.8million in profit resulting from the purchase of a long-term operation and maintenance account payable at a discounted price, compared to a $2.5 million inprofit in the first half of 2020.

“Grants” represent the financial support provided by the U.S. government to Solana and Mojave and consist of an ITC Cash Grant and an implicit grant inrelation to the below market interest rates of the project loans with the Federal Financing Bank. Grants were stable in the six-month period ended June 30,2021 compared to the same period in the previous year.

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Employee benefit expenses Employee benefit expenses increased to $39.0 million for the six-month period ended June 30, 2021, compared to $24.3 million for the six-month periodended June 30, 2020. The increase was mainly due to the consolidation of Coso and Rioglass. Depreciation, amortization and impairment charges Depreciation, amortization and impairment charges decreased by $5.1 million to $188.9 million for the first six-month period ended June 30, 2021,compared to $194.0 million for the six-month period ended June 30, 2020.

The decrease was mainly due to a reversal of the expected credit loss impairment provision at ACT. IFRS 9 requires impairment provisions to be based onthe expected credit loss of the financial assets in addition to actual credit losses. ACT recorded a reversal of the expected credit loss impairment provisionof $19.4 million for the six-month period ended June 30, 2021, while in the six-month period ended June 30, 2020 there was an increase of $35.7 million inthe expected credit loss impairment provision. This effect was partially offset by an increase of depreciation and amortization at our solar assets in Spain. InSeptember 2020 we reduced the useful life of our Spanish solar assets from 35 to 25 years after COD, which increased our depreciation and amortizationcharges for the six-month period ended June 30, 2021 by approximately $33.9 million compared to the same period in the previous year. Depreciation andamortization also increased due to the impact of foreign exchange translation differences for approximately $10.7 million and due to the consolidation ofthe assets recently acquired.

Other operating expenses The following table sets forth our other operating expenses for the six-month period ended June 30, 2021 and 2020:

Six-month period ended June 30, Other operating expenses 2021 2020

$ in

millions % of

revenue $ in

millions % of

revenue Leases and fees $ 3.8 0.6% $ 1.3 0.3%Operation and maintenance 77.7 12.7% 49.7 10.7%Independent professional services 18.2 3.0% 19.1 4.1%Supplies 14.4 2.4% 11.4 2.4%Insurance 21.9 3.6% 18.0 3.9%Levies and duties 22.3 3.6% 18.8 4.0%Other expenses 12.7 2.1% 3.6 0.8%Raw materials 44.8 7.3% 4.2 0.9%Total $ 215.8 35.3% $ 126.1 27.1%

Other operating expenses increased by 71.1% to $215.8 million for the six-month period ended June 30, 2021, compared to $126.1 million for the six-month period ended June 30, 2020, mainly due to higher raw material costs corresponding to the aforementioned Rioglass non-recurrent solar project.

Other operating expenses also increased due to higher operation and maintenance costs at our solar assets in North America primarily due to of the majormaintenance works carried out in the first quarter of 2021 at one of the Mojave turbines and to some equipment replacement. Operation and maintenancecosts also increased at ACT as costs are higher at this asset in the quarters prior to the major overhaul, which is scheduled to be performed at the end of2021. Other operating expenses also increased due to the contribution of the recently consolidated assets Coso, Calgary, Chile PV1, Chile PV2, Tenes andRioglass.

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Operating profit

As a result of the above factors, operating profit for the six-month period ended June 30, 2021 increased by 16.4% to $207.8 million, compared to $178.5million for the six-month period ended June 30, 2020.

Financial income and financial expense

Six-month period ended June 30, Financial income and financial expense 2021 2020 $ in millions Financial income $ 1.2 $ 5.7 Financial expense (189.5) (210.1)Net exchange differences 2.2 (1.2)Other financial income/(expense), net 13.3 2.8 Financial expense, net $ (172.8) $ (202.8)

Financial income

Financial income decreased to $1.2 million for the first six-month period ended June 30, 2021 compared to $5.7 million for the same period of the previousyear. In the first half of 2020, financial income included $3.8 million non-cash income resulting from the refinancing of the Cadonal project debt.

Financial expense The following table sets forth our financial expense for the six-month period ended June 30, 2021 and 2020:

Six-month period ended June 30, Financial expense 2021 2020

($ in millions) Interest expense: —Loans from credit entities $ (128.8) $ (132.2)—Other debts (30.0) (39.3)Interest rates losses derivatives: cash flow hedges (30.6) (38.6)Total $ (189.5) $ (210.1)

Financial expense decreased by 9.8% to $189.5 million for the six-month period ended June 30, 2021 compared to $210.1 million for the six-month periodended June 30, 2020.

Interest on “Loans from credit entities” decreased mainly due to the refinancing of Helios 1&2 in 2020, solar assets located in Spain, as interest accrued forthese assets is now classified in “Other debts”. The decrease was also due to a decrease in interest in loans indexed to LIBOR, JIBAR and EURIBOR, sincethe expected reference rates were lower in the six-month period ended June 30, 2021 compared to the same period in the previous year. In addition, the firsthalf of 2020 included costs and expenses related to the prepayment of the Note Issuance Facility 2017.

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Interest on “Other debts” mainly corresponds to interest expense on the notes issued by ATS, ATN, Solaben Luxembourg, Helios, interest on the GreenExchangeable Notes and interest related to Liberty’s tax equity investment in Solana until August 2020. The decrease was mainly caused by the acquisitionof Liberty’s equity interest in Solana in August 2020. From an accounting perspective, Liberty’s equity investment in Solana was recorded as a liabilitywith interest accruing in Interest on other debt.

Interest rate losses on derivatives designated as cash flow hedges correspond primarily to transfers from equity to financial expense when the hedged itemimpacts profit and loss. The decrease was mainly due to lower losses from the Helios swap, which was canceled after the Helios project debt wasrefinanced in 2020 with a new fixed rate financing. The decrease was also due to an accounting reclassification of the swap hedging the loan from Kaxu.From an accounting perspective such derivative does not qualify as a cash flow hedge and since September 2020, it is recorded at fair value with an impacton “Other financial income/(expense)”. This decrease was partially offset by an increase of losses, mainly driven by an increase in swaps hedging loansindexed to LIBOR, as a result of lower than expected reference rates. Other financial income/(expense), net Six-month period ended June 30, Other financial income /(expense), net 2021 2020 ($ in millions) Other financial income $ 21.4 $ 11.4 Other financial expense (8.1) (8.6)Total $ 13.3 $ 2.8

Other financial income/(expense), net increased to $13.3 million for the six-month period ended June 30, 2021, compared to a $2.8 million in the sameperiod of the previous year. The increase in “Other financial income” was mainly due to an increase in the fair value of our interest rate swap at Kaxu,resulting from an increase in expected interest rates. Although the objective of this swap is to hedge a loan indexed to variable interest rate, from anaccounting perspective the derivative does not qualify as a cash flow hedge and it is recorded at fair value with an impact on Other financialincome/(expense). “Other financial income” also includes $8.0 million income from the mark-to-market of the derivative liability embedded in the GreenExchangeable Notes. Other financial expense includes expenses for guarantees and letters of credit, wire transfers, other bank fees and other minorfinancial expenses.

Share of profit/(loss) of associates carried under the equity method

Share of profit of associates carried under the equity method increased to $2.6 million profit in the six-month period ended June 30, 2021 compared to $1.6loss for six-month period ended June 30, 2020. The increase was primarily due to a lower loss in Monterrey and higher profit in Honaine.

Profit/(loss) before income tax As a result of the factors mentioned above, we reported a profit before income tax of $37.6 million for the six-month period ended June 30, 2021, comparedto a loss before income tax of $22.7 million for the six-month period ended June 30, 2020.

Income tax

The effective tax rate for the periods presented has been established based on management’s best estimates. For the six-month period ended June 30, 2021,income tax amounted to an expense of $33.1 million, with a profit before income tax of $37.6 million. For the six-month period ended June 30, 2020,income tax amounted to an expense of $3.5 million, with a loss before income tax of $22.7 million. The effective tax rate differs from the nominal tax ratemainly due to unrecognized tax loss carryforwards in UK entities, provisions for potential tax contingencies and permanent tax differences in somejurisdictions.

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Profit attributable to non-controlling interests Profit attributable to non-controlling interests was $11.3 million for the six-month period ended June 30, 2021 compared to a profit of $2.0 million for thesix-month period ended June 30, 2020. Profit attributable to non-controlling interests corresponds to the portion attributable to our partners in the assetsthat we consolidate (Kaxu, Skikda, Solaben 2 & 3, Solacor 1 & 2, Seville PV, Chile PV 1, Chile PV 2 and Tenes). The increase is due to higher profits atKaxu and to the consolidation of Tenes since the second quarter of 2020. Loss/(profit) attributable to the parent company As a result of the factors mentioned above, loss attributable to the parent company amounted to $6.8 million for the six-month period ended June 30, 2021,compared to a loss of $28.2 million for the six-month period ended June 30, 2020. Segment Reporting We organize our business into the following three geographies where the contracted assets and concessions are located: North America, South America andEMEA. We have also identified four business sectors based on type of activity: Renewable energy, Efficient natural gas & heat, Transmission lines andWater. Our Renewable energy sector includes renewable energy production activities and since January 1, 2021, Rioglass activities. Rioglass is a supplierof spare parts and services to the solar industry. We report our results in accordance with both criteria. Our Efficient natural gas & heat segment has beenrenamed to include Calgary District Heating which has been consolidated since its acquisition in May 2021.

Revenue and Adjusted EBITDA by geography The following table sets forth our revenue, Adjusted EBITDA and volumes for the six-month period ended June 30, 2021 and 2020, by geographic region:

Six-month period ended June 30, Revenue by geography 2021 2020

$ in

millions %

of revenue $ in

millions %

of revenue North America $ 178.8 29.3% $ 157.9 33.9%South America 78.4 12.8% 75.0 16.1%EMEA 354.0 57.9% 232.8 50.0%Total revenue $ 611.2 100% $ 465.7 100%

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Six-month period ended June 30, Adjusted EBITDA by geography 2021 2020

$ in

millions

AdjustedEBITDA

Margin (2) $ in

millions

AdjustedEBITDA

Margin (2) North America $ 131.6 73.6% $ 139.3 88.2%South America 60.2 76.8% 59.8 79.7%EMEA 204.8 57.9% 173.5 74.5%Total Adjusted EBITDA(1) $ 396.6 64.9% $ 372.6 80.0%

Note:(1) Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-

controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortizationand impairment charges of entities included in our financial statements. Adjusted EBITDA is not a measure of performance under IFRS as issued bythe IASB, and you should not consider Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operatingperformance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measuresof performance under generally accepted accounting principles. We believe that Adjusted EBITDA is a useful indicator of our ability to incur andservice our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Adjusted EBITDA and similar measures are usedby different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Adjusted EBITDAmay not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Item 2— Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures.”


Volume produced/availability Six- Month period ended June 30,

Volume by geography 2021 2020

North America (GWh) (1) 2,034 1,950 North America availability 99.4% 101.7%South America (GWh) (2) 346 271 South America availability 99.9% 99.9%EMEA (GWh) 646 530 EMEA availability 99.7% 102.0%

Note:(1) GWh produced includes 30% of the production from Monterrey and 49% of Vento II wind portfolio production since its acquisition. Includes

curtailment in wind assets for which we receive compensation.(2) Includes curtailment in wind assets for which we receive compensation.

North America Revenue increased by 13.2% to $178.8 million for the first half of 2021, compared to $157.9 million for the first half of 2020. The increase was mainly dueto the contributions from the recently acquired assets, Coso and Calgary. Revenue also increased due to an increase in revenue at ACT due to higherrevenue in the portion of the tariff related to operation and maintenance services, driven by higher operation and maintenance costs for the six-monthperiod ended June 30, 2021. Revenue at our solar assets in North America also increased mainly due to higher solar radiation during the period.

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Adjusted EBITDA decreased by 5.5% to $131.6 million for the first half of 2021, compared to $139.3 million for the same period of 2020. AdjustedEBITDA decreased at our solar assets in North America mainly due to insurance income received in the first half of 2020 amounting to approximately $6.6million and higher operation and maintenance expenses in the first half of 2021, resulting primarily from the major maintenance works performed in thefirst half of 2021 at one of the Mojave turbines, as well as some equipment replacement. Adjusted EBITDA also decreased at ACT mainly due to higheroperating and maintenance expenses for the six-month period ended June 30, 2021. At ACT, operation and maintenance costs are higher in the quarterspreceding any major maintenance works, the next of which is scheduled at the end of 2021. Adjusted EBITDA margin decreased to 73.6% for the six-month period ended June 30, 2021, compared to 88.2% for the six-month period ended June 30, 2020, mainly due to the events described above in relationto revenue and Adjusted EBITDA in North America. South America Revenue increased by 4.5% to $78.4 million for the six-month period ended June 30, 2021, compared to $75.0 million for the same period of the previousyear and Adjusted EBITDA remained largely stable at $60.2 million for the first six-month period ended June 30, 2021, compared to $59.8 million for thesame period of 2020. The increase in revenue was primarily due to the contribution of Chile PV1 and Chile PV2. Adjusted EBITDA margin decreased to76.8% for the six-month period ended June 30, 2021, compared to 79.7% for the six-month period ended June 30, 2020 mainly due to an accountingadjustment in Quadra 1&2, as these assets are recorded under IFRIC 12- financial model. EMEA Revenue increased by 52.1% to $354.0 million for the first half of 2021, compared to $232.8 million for the same period of 2020. On a constant currencybasis, revenue for the first half 2021 was $329.4 million which represents an increase of 41.5% compared to the first half of 2020. On a constant currencybasis and excluding the aforementioned Rioglass non-recurrent solar project, revenue for the first half 2021 was $271.4 million which represents anincrease of 16.6% compared to the first half of 2020. The increase was primarily due to higher revenue at Kaxu, where an unscheduled outage affectedproduction in part of the first quarter of 2020. Damage and business interruption were covered by our insurance, however insurance proceeds were recordedin “Other operating income”. Revenue also increased due to the contribution from Tenes, fully consolidated since the second quarter of 2020 and to higherrevenue in Spain, where solar radiation was higher than in the same period of the previous year.

Adjusted EBITDA increased by 18.0% to $204.8 for the six-month period ended June 30, 2021 compared to $173.5 million for the six-month period endedJune 30, 2020. On a constant currency basis, Adjusted EBITDA for the first half 2021 was $187.5 million which represents an increase of 8.1% comparedto the first half of 2020. On a constant currency basis and excluding the aforementioned Rioglass non-recurrent solar project, Adjusted EBITDA for thefirst half 2021 was $186.4 million which represents an increase of 7.4% compared to the first half of 2020. The increase was mainly due to the contributionfrom Tenes and higher Adjusted EBITDA in Spain, resulting from higher revenue. Adjusted EBITDA margin decreased to 57.9% for the first half of 2021compared to 74.5% for first half of 2020 mainly due to lower margin at the Rioglass non-recurrent solar project and higher than usual Adjusted EBITDAmargin in Kaxu in the first half of 2020 due to insurance proceeds recorded in “Other Operating Income” and lower Adjusted EBITDA margins at some ofthe assets recently acquired.

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Revenue and Adjusted EBITDA by business sector The following table sets forth our revenue, Adjusted EBITDA and volumes for the six-month period ended June 30, 2021 and 2020, by business sector:

Six-month period ended June 30, Revenue by business sector 2021 2020

$ in

millions % of

revenue $ in

millions % of

revenue Renewable energy $ 471.6 77.2% $ 344.7 74.0%Efficient natural gas & heat 58.5 9.6% 52.0 11.2%Transmission lines 53.6 8.8% 53.4 11.4%Water 27.5 4.5% 15.6 3.4%Total revenue $ 611.2 100% $ 465.7 100.0%

Six-month period ended June 30, Adjusted EBITDA by business sector 2021 2020

$ in

millions

AdjustedEBITDA

Margin (2) $ in

millions

AdjustedEBITDA

Margin (2) Renewable energy $ 293.6 62.3% $ 274.8 79.7%Efficient natural gas & heat 45.3 77.4% 45.9 88.3%Transmission lines 42.5 79.3% 43.2 80.9%Water 15.2 55.3% 8.7 55.8%Total Adjusted EBITDA(1) $ 396.6 64.9% $ 372.6 80.0%

Note:(1) Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-

controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortizationand impairment charges of entities included in our financial statements. Adjusted EBITDA is not a measure of performance under IFRS as issued bythe IASB, and you should not consider Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operatingperformance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any othermeasures of performance under generally accepted accounting principles. We believe that Adjusted EBITDA is a useful indicator of our ability toincur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Adjusted EBITDA and similarmeasures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies.Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures.”


Volume produced/availability Year ended June 30,

Volume by business sector 2021 2020 Renewable energy (GWh) (1) 1,984 1,482 Efficient natural gas & heat (GWh) (2) 1,043 1,268 Efficient natural gas & heat availability 99.4% 101.7%Transmission availability 99.9% 99.9%Water availability 99.7% 102.0%

Note:(1) GWh produced includes 30% of the production from Monterrey and our 49% of Vento II wind portfolio production since its acquisition. Includes

curtailment in wind assets for which we receive compensation.(2) GWh produced includes 30% of the production from Monterrey.

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Renewable energy Revenue increased by 36.8% to $471.6 million for the six-month period ended June 30, 2021, compared to $344.7 million for the six-month period endedJune 30, 2020. On a constant currency basis, revenue for the first half 2021 was $447.0 million which represents an increase of 29.7% compared to the firsthalf of 2020. On a constant currency basis and excluding the aforementioned Rioglass non-recurrent solar project, revenue for the first half 2021 was$389.0 million which represents an increase of 12.9% compared to the first half of 2020. The increase was primarily due to the contribution from therecently acquired assets Coso, Chile PV1 and Chile PV2. Revenue also increased due to higher revenue at Kaxu as explained above. Revenue alsoincreased in Spain and in our solar assets in North America largely due to higher solar radiation in the first half of 2021.

Adjusted EBITDA increased by 6.8% to $293.6 million for the first half of 2021, compared to $274.8 million for the first half of 2020. On a constantcurrency basis, Adjusted EBITDA for the first half 2021 was $276.2 million, stable when compared to the same period of the previous year. On a constantcurrency basis and excluding the aforementioned Rioglass non-recurrent solar project, Adjusted EBITDA for the first half 2021 was $275.2 million, stablewhen compared to the same period of the previous year. Adjusted EBITDA margin decreased to 62.3% for the six-month period ended June 30, 2021 from79.7% for the six-month period ended June 30, 2020 mainly due to lower margin at the non-recurrent one-off project previously described, higher thanusual Adjusted EBITDA margin at Kaxu in the first half of 2020 due to insurance proceeds recorded in “Other Operating Income” and lower AdjustedEBITDA margins at some of the recently acquired assets.

Efficient natural gas & heat Revenue increased by 12.5% to $58.5 million for the first six-month period ended June 30, 2021, compared to $52.0 million for the six-month period endedJune 30, 2020, while Adjusted EBITDA decreased by 1.3% to $45.3 million for the six-month period ended June 30, 2021, compared to $45.9 million inthe same period of the previous year. At ACT, operation and maintenance costs are higher in the quarters preceding any major maintenance works, the nextof which is scheduled at the end of 2021. Adjusted EBITDA and Adjusted EBITDA margin decreased due to these higher operation and maintenance costs.Revenue increased due to higher operation and maintenance costs, since there is a portion of revenue related to operation and maintenance services plus amargin. Revenue also increased due to the contribution from the recently acquired district heating asset, Calgary. Transmission lines Revenue remained stable at $53.6 million in the first six-month period ended June 30, 2021, compared to $53.4 million in the first six-month period endedJune 30, 2020. Adjusted EBITDA decreased by 1.6% to $42.5 million in the first six-month period ended June 30, 2021 compared to $43.2 million in thesix-month period ended June 30, 2020 mainly due to an accounting adjustment in Quadra 1&2, as these assets are recorded under IFRIC 12 financialmodel, which is also the main reason for the decrease in Adjusted EBITDA margin. Water Revenue increased to $27.5 million for the six-month period ended June 30, 2021, compared to $15.6 million for the six-month period ended June 30,2020. Adjusted EBITDA increased to $15.2 million for the six-month period ended June 30, 2021, compared to $8.7 million for the six-month periodended June 30, 2020. The increases were mainly due to the contribution from Tenes, which we started to consolidate in the second quarter of 2020.Adjusted EBITDA margin was stable compared to the same period of the previous year.

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Liquidity and Capital Resources Our principal liquidity and capital requirements consist of the following: ● debt service requirements on our existing and future debt;● cash dividends to investors; and● investments and acquisitions of new assets, companies and operations. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase orrefinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us toseek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debtfinancing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the itemsdiscussed in detail under “Item 3.D—Risk Factors” in our Annual Report and other factors may also significantly impact our liquidity.

Liquidity position

As of June 30,

2021 As of December 31,

2020 $ in millions

Corporate Liquidity(1) Cash and cash equivalents at Atlantica Sustainable Infrastructure, plc, excluding subsidiaries(2) $ 83.2 $ 335.2 Revolving Credit Facility availability 440.0 415.0 Total Corporate Liquidity(1) $ 523.2 $ 750.2 Liquidity at project companies Restricted Cash 292.2 279.8 Non-restricted cash 310.9 253.5 Total cash at project companies $ 603.1 $ 533.3

Note:(1) Corporate Liquidity means cash and cash equivalents held at Atlantica Sustainable Infrastructure plc as of June 30, 2021, and available revolver

capacity as of June 30, 2021.(2) Corporate Cash corresponds to cash and cash equivalents held at Atlantica Sustainable Infrastructure plc.

Cash at the project level includes $292.2 million and $279.8 million in restricted cash balances as of June 30, 2021 and December 31, 2020 respectively.Restricted cash consists primarily of funds required to meet the requirements of certain project debt arrangements. In the case of Solana, part of therestricted cash is expected to be used for equipment replacements. Restricted cash also includes Kaxu’s cash balance, given that the project financing of thisasset is under a theoretical event of default due to the developments at Abengoa (see “Potential Implications of Abengoa developments” above).

As of June 30, 2021, we had no borrowings under the Revolving Credit Facility and $10 million of letters of credit were outstanding under this facility. InMarch 2021 we increased the notional amount of this facility from $425 million to $450 million and extended its maturity to December 2023. As a result,as of June 30, 2021 approximately $440 million was available under our Revolving Credit Facility. As of December 31, 2020, we had no borrowings, $10million of letters of credit were outstanding and approximately $415 million was available under our Revolving Credit Facility.

Management believes that the Company’s liquidity position, cash flows from operations and availability under its revolving credit facility will be adequateto meet the Company’s financial commitments and debt obligations; growth, operating and maintenance capital expenditures; and dividend distributions toshareholders. Management continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investing activitywithin the dictates of prudent balance sheet management.

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Credit Ratings

Credit rating agencies rate us and certain of our debt securities. These ratings are used by the debt markets to evaluate a firm’s credit risk. Ratings influencethe price paid to issue new debt securities, as they indicate to the market our ability to pay principal, interest and dividends.

In March and April 2021 both S&P Global Rating (“S&P”) and Fitch Ratings Inc. (“Fitch”) upgraded Atlantica’s corporate rating to BB+. The followingtable summarizes our credit ratings as of the date of this quarterly report. Both ratings outlooks are stable.

S&P FitchAtlantica Sustainable Infrastructure Corporate Rating BB+ BB+Senior Secured Debt BBB- BBB-Senior Unsecured Debt BB+ BB+

Sources of liquidity

We expect our ongoing sources of liquidity to include cash on hand, cash generated from our operating activities, project debt arrangements, corporate debtand the issuance of additional equity securities, as appropriate, and based on market conditions. Our financing agreements consist mainly of the project-level financings for our various assets and our corporate debt financings, including our Green Exchangeable Notes, the Note Issuance Facility 2020, the2020 Green Private Placement, the Green Senior Notes, the Revolving Credit Facility and our commercial paper program.

As of June30, 2021

As ofDecember31, 2020

Maturity ($ in millions) Revolving Credit Facility 2023 - - Other Facilities(1) 2021-2025 $ 24.5 $ 29.7 Note Issuance Facility 2019(2) - - 344.0 Green Exchangeable Notes 2025 103.4 102.1 Green Senior Secured Notes 2026 340.9 351.0 Note Issuance Facility 2020 2027 162.2 166.9 2020 Green Private Placement 2028 394.0 - Total Corporate Debt $ 1,025.1 $ 993.7 Total Project Debt $ 5,374.2 $ 5,237.6

Note:(1) Other facilities include the commercial paper program issued in October 2020, accrued interest payable and other debts.(2) The Note Issuance Facility was fully prepaid on June 4, 2021. Green Senior Notes

On May 18, 2021 we issued the Green Senior Notes amounting to an aggregate principal amount of $400 million due in 2028. The Green Senior Notes bearinterest at a rate of 4.125% per year, payable on June 15 and December 15 of each year, commencing December 15, 2021, and will mature on June 15,2028.

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The Green Senior Notes were issued pursuant to an Indenture, dated May 18, 2021, by and among Atlantica as issuer, Atlantica Peru S.A., ACT Holding,S.A. de C.V., Atlantica Infraestructura Sostenible, S.L.U., Atlantica Investments Limited, Atlantica Newco Limited, Atlantica North America LLC, asguarantors, BNY Mellon Corporate Trustee Services Limited, as trustee, The Bank of New York Mellon, London Branch, as paying agent, and The Bank ofNew York Mellon SA/NV, Dublin Branch, as registrar and transfer agent.

Our obligations under the Green Senior Notes rank equal in right of payment with our outstanding obligations under the Revolving Credit Facility, the 2020Green Private Placement, the Note Issuance Facility 2020 and the Green Exchangeable Notes. Green Exchangeable Notes On July 17, 2020, we issued 4.00% Green Exchangeable Notes amounting to an aggregate principal amount of $100 million due in 2025. On July 29, 2020,we issued an additional $15 million aggregate principal amount in Green Exchangeable Notes. The Green Exchangeable Notes are the senior unsecuredobligations of Atlantica Jersey, a wholly owned subsidiary of Atlantica, and fully and unconditionally guaranteed by Atlantica on a senior, unsecured basis.The notes mature on July 15, 2025, unless they are repurchased or redeemed earlier by Atlantica or exchanged, and bear interest at a rate of 4.00% perannum.

Noteholders may exchange all or any portion of their notes at their option at any time prior to the close of business on the scheduled trading dayimmediately preceding April 15, 2025, only during certain periods and upon satisfaction of certain conditions. Noteholders may exchange all or any portionof their notes during any calendar quarter if the last reported sale price of Atlantica’s ordinary shares for at least 20 trading days during a period of 30consecutive trading days, ending on the last trading day of the immediately preceding calendar quarter is greater than 120% of the exchange price on eachapplicable trading day. On or after April 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity datethereof, noteholders may exchange any of their notes at any time, at the option of the noteholder. Upon exchange, the notes may be settled, at our election,into Atlantica ordinary shares, cash or a combination of both. The initial exchange rate of the notes is 29.1070 ordinary shares per $1,000 of the principalamount of notes (which is equivalent to an initial exchange price of $34.36 per ordinary share). The exchange rate is subject to adjustment upon theoccurrence of certain events. Our obligations under the Green Exchangeable Notes rank equal in right of payment with our outstanding obligations under the Revolving Credit Facility,the 2020 Green Private Placement, the Note Issuance Facility 2020 and the Green Senior Notes. Note Issuance Facility 2020 On July 8, 2020, we entered into the Note Issuance Facility 2020, a senior unsecured euro-denominated financing with a group of funds managed byWestbourne Capital as purchasers of the notes issued thereunder for a total amount of approximately $166 million (€140 million). The notes under the NoteIssuance Facility 2020 were issued on August 12, 2020 and are due on August 12, 2027. Interest accrues at a rate per annum equal to the sum of the 3-month EURIBOR plus a margin of 5.25% with a floor of 0% for the EURIBOR. We have entered into a cap at 0% for the EURIBOR with 3.5 yearsmaturity to hedge the variable interest rate risk.

Our obligations under the Note Issuance Facility 2020 rank equal in right of payment with our outstanding obligations under the Revolving Credit Facility,the 2020 Green Private Placement, the Green Exchangeable Notes and the Green Senior Notes. The notes issued under the Note Issuance Facility 2020 areguaranteed on a senior unsecured basis by our subsidiaries Atlantica Infraestructura Sostenible, S.L.U., Atlantica Peru, S.A., ACT Holding, S.A. de C.V.,Atlantica Investments Limited, Atlantica Newco Limited and Atlantica North America LLC.

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2020 Green Private Placement On March 20, 2020 we entered into a senior secured note purchase agreement with a group of institutional investors as purchasers providing for the 2020Green Private Placement. The transaction closed on April 1, 2020 and we issued notes for a total principal amount of €290 million (approximately $344million), maturing in June 20, 2026. Interest accrues at a rate per annum equal to 1.96%. If at any time the rating of these senior secured notes is belowinvestment grade, the interest rate thereon would increase by 100 basis points until such notes are again rated investment grade. Our obligations under the 2020 Green Private Placement rank equal in right of payment with our outstanding obligations under the Revolving CreditFacility, the Note Issuance Facility 2020 and the Green Senior Notes. Our payment obligations under the 2020 Green Private Placement are guaranteed on asenior secured basis by our subsidiaries Atlantica Infraestructura Sostenible, S.L.U., Atlantica Peru, S.A., ACT Holding, S.A. de C.V., AtlanticaInvestments Limited, Atlantica Newco Limited and Atlantica North America LLC. The 2020 Green Private Placement is also secured with a pledge overthe shares of the subsidiary guarantors, the collateral of which is shared with the lenders under the Revolving Credit Facility. Note Issuance Facility 2019 On April 30, 2019, we entered into the Note Issuance Facility 2019, a senior unsecured financing with a group of funds managed by Westbourne Capital aspurchasers of the notes issued thereunder for a total amount of €268 million, approximately $318 million. In June 4, 2021 we prepaid the Note IssuanceFacility 2019 in full before maturity in accordance with the terms thereof, with the proceeds of the Green Senior Notes.

Revolving Credit Facility On May 10, 2018, we entered into a $215 million Revolving Credit Facility with a syndicate of banks. The Revolving Credit Facility was increased by $85million to $300 million on January 25, 2019, and was further increased by $125 million (to a total limit of $425 million) on August 2, 2019. On March 1,2021, this facility was further increased by $25 million (to a total limit of $450 million) and the maturity date was extended to December 31, 2023. Inaddition, the lenders under the Revolving Credit Facility have the option to extend the maturity date of all or any portion of their commitments and/or loansfor additional consecutive 365 day periods, upon request from us subject to certain conditions. Under the Revolving Credit Facility, we are also able torequest the issuance of letters of credit, which are subject to a sublimit of $100 million that are included in the aggregate commitments available under theRevolving Credit Facility. Loans under the Revolving Credit Facility accrue interest at a rate per annum equal to: (A) for Eurodollar rate loans, LIBOR plus a percentage determinedby reference to our leverage ratio, ranging between 1.60% and 2.25% and (B) for base rate loans, the highest of (i) the rate per annum equal to the weightedaverage of the rates on overnight U.S. Federal funds transactions with members of the U.S. Federal Reserve System arranged by U.S. federal funds brokerson such day plus 1 /2 of 1.00%, (ii) the prime rate of the administrative agent under the Revolving Credit Facility and (iii) LIBOR plus 1.00%, in any case,plus a percentage determined by reference to our leverage ratio, ranging between 0.60% and 1.00%. Our obligations under the Revolving Credit Facility rank equal in right of payment with our outstanding obligations under the 2020 Green PrivatePlacement, the Note Issuance Facility 2020, the Green Exchangeable Notes and the Green Senior Notes. Our payment obligations under the RevolvingCredit Facility are guaranteed on a senior secured basis by our Atlantica Infraestructura Sostenible, S.L.U., Atlantica Peru, S.A., ACT Holding, S.A. deC.V., Atlantica Investments Limited, Atlantica Newco Limited and Atlantica North America LLC. The Revolving Credit Facility is also secured with apledge over the shares of the subsidiary guarantors, the collateral of which is shared with the holders of the notes issued under the 2020 Green PrivatePlacement.

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Other Credit Lines In July 2017, we signed a line of credit with a bank for up to €10.0 million (approximately $11.9 million) which was available in euros or U.S. dollars. OnJune 30, 2021, the maturity was extended to July 1, 2023. Amounts drawn accrue interest at a rate per annum equal to the sum of the 3-month EURIBORor LIBOR, plus a margin of 2%, with a floor of 0% for the EURIBOR or LIBOR. As of June 30, 2021, no amounts were drawn under this line of credit. In December 2020, we also entered into a loan with a local bank for €5 million (approximately $5.9 million). The maturity date is December 4, 2025. Theloan accrues interest at a rate per annum equal to 2.50%. Commercial Paper Program

On October 8, 2019, we filed a euro commercial paper program with the Alternative Fixed Income Market (MARF) in Spain. The program had an originalmaturity of twelve months and was extended for another twelve-month period on October 8, 2020. The program allows Atlantica to issue short term notesfor up to €50 million, with such notes having a tenor of up to two years. As of June 30, 2021, we had €11.5 million (approximately $13.6 million) issuedand outstanding under the Commercial Paper Program at an average cost of 0.57%. At-The-Market Program

On August 3, 2021, we established an “at-the-market program” and entered into a Distribution Agreement with J.P. Morgan Securities LLC, as sales agent,dated August 3, 2021 under which the Company may offer and sell from time to time up to $150 million of our ordinary shares and pursuant to which J.P.Morgan Securities LLC may sell its common stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4)promulgated under the Securities Act of 1933, as amended. We intend to use the proceeds from these sales to finance growth opportunities and for generalcorporate purposes. Sales of the ordinary shares, if any, may be made in ordinary brokers’ transactions through the NASDAQ Global Select Market or as otherwise agreedbetween the Company and J.P. Morgan Securities LLC as sales agent, using commercially reasonable efforts, consistent with its normal trading and salespractice. The ordinary shares may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiatedprices. The ordinary shares to be issued under the “at-the-market program” will be issued pursuant to a prospectus supplement, dated August 3, 2021, inconnection with a takedown from our shelf registration statement on Form F-3 filed on August 3, 2021. Such ordinary shares may be offered only by meansof such prospectus supplement, forming a part of the effective registration statement. On August 3, 2021, we entered into an agreement with Algonquin, pursuant to which we will offer Algonquin the right but not the obligation, on aquarterly basis, to purchase a number of ordinary shares to maintain its percentage interest in Atlantica at the average price of the shares sold under theDistribution Agreement in the previous quarter, adjusted for any dividends, distributions, reorganizations or business combinations or similar transactionsas if the portion of such shares equivalent to the portion of the shares issued under the ATM prior to the record date had also been issued to Algonquin priorto the record date with respect to such event. In the event that Algonquin exercises such right, subject to certain conditions further described in the ATMPlan Letter Agreement, including that a material adverse effect in relation to the Company shall not have occurred, we and Algonquin will enter into asubscription agreement with a settlement date no earlier than three business days and no later than one hundred and eighty days from Algonquin’s noticethat it is subscribing for the ordinary shares.

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Uses of liquidity and capital requirements Cash dividends to investors

We intend to distribute a significant portion of our cash available for distribution to shareholders on an annual basis, less all cash expenses includingcorporate debt service and corporate general and administrative expenses and less reserves for the prudent conduct of our business (including, amongothers, dividend shortfall due to fluctuations in our cash flows), on an annual basis. We intend to distribute a quarterly dividend to shareholders. Our boardof directors may, by resolution, amend the cash dividend policy at any time. The determination of the amount of the cash dividends to be paid toshareholders will be made by our board of directors and will depend on our financial condition, results of operations, cash flow, long-term prospects andany other matters that our board of directors deem relevant. Our cash available for distribution is likely to fluctuate from quarter to quarter and, in some cases, significantly as a result of the seasonality of our assets,the terms of our financing arrangements, maintenance and outage schedules, among other factors. Accordingly, during quarters in which our projectsgenerate cash available for distribution in excess of the amount necessary for us to pay our stated quarterly dividend, we may reserve a portion of theexcess to fund cash distributions in future quarters. During quarters in which we do not generate sufficient cash available for distribution to fund our statedquarterly cash dividend, if our board of directors so determines, we may use retained cash flow from other quarters, and other sources of cash. The latest dividends paid and declared are presented below:

Declared Record Date Payment Date $ per shareFebruary 26, 2020 March 12, 2020 March 23, 2020 0.41May 6, 2020 June 1, 2020 June 15, 2020 0.41July 31, 2020 August 31, 2020 September 15, 2020 0.42November 4, 2020 November 30, 2020 December 15, 2020 0.42February 26, 2021 March 12, 2021 March 22, 2021 0.42May 4, 2021 May 31, 2021 June 15, 2021 0.43July 30, 2021 August 31, 2021 September 15,2021 0.43

Acquisitions and investments

The acquisitions detailed below have been and are expected to be part of our uses of liquidity in 2021: In January, 2021 we closed our second investment through the platform with the acquisition of Chile PV 2, a 40 MW PV plant. The total equity investmentin this new asset was approximately $5.0 million. In January 2021 we closed the acquisition of a 42.5% equity interest in Rioglass increasing our equity interest to 57.5%, for which we paid $8.4 million andwe paid an additional $3.6 million, deductible from the final payment, for an option to acquire the remaining 42.5% under the same conditions. On July 22,2021, we exercised such option and paid $4.8 million, resulting in a 100% ownership. In April, 2021, we closed the acquisition of Coso, a 135 MW renewable asset in California. The total equity investment was approximately $130 million,which was paid in April 2021. In addition, on July 15, 2021, we paid an additional amount of $40 million to reduce project debt.

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In May 2021 we closed the acquisition of Calgary District Heating, a district heating asset in Canada, for a total equity investment of approximately $22.5million.

On June 16, 2021 we closed the acquisition of a 49% interest in Vento II, a 596 MW wind portfolio of in the U.S. for a total equity investment of $198.3million.

In December 2020 we reached an agreement with Algonquin to acquire La Sierpe, a 20 MW solar asset in Colombia for a total equity investment ofapproximately $20 million. Closing is expected to occur after the asset reaches commercial operation, currently expected in the third quarter of 2021.Closing is subject to conditions precedent and regulatory approvals. Additionally, we agreed to invest in additional solar plants in Colombia with acombined capacity of approximately 30 MW. Cash flow The following table sets forth cash flow data for the six-month period ended June 30, 2021 and 2020:

Six-month period ended June 30, 2021 2020 ($ in millions) Gross cash flows from operating activities Profit/(loss) for the period $ 4.5 $ (26.2)Financial expense and non-monetary adjustments 385.1 389.6 Profit for the period adjusted by financial expense and non-monetary adjustments $ 389.6 $ 363.4 Variations in working capital 20.4 (84.0)Net interest and income tax paid (163.7) $ (131.0)Total net cash provided by operating activities $ 246.3 $ 148.4 Net cash provided by/(used in) investing activities $ (327.0) $ 16.8 Net cash provided by/(used in) financing activities $ (96.7) $ 71.9 Net increase/(decrease) in cash and cash equivalents (177.4) 237.1 Cash and cash equivalents at the beginning of the period 868.5 562.8 Translation differences in cash or cash equivalents (4.8) (11.1)Cash and cash equivalents at the end of the period $ 686.3 $ 788.8

Net cash flows provided by operating activities Net cash provided by operating activities in the six-month period ended June 30, 2021 amounted to $246.3 million, compared to $148.4 million in the six-month period ended June 30, 2020. The increase was largely due to a positive change in working capital compared to the negative change in workingcapital for the six-month period ended June 30, 2020. This is mainly due to shorter collection periods in 2021, particularly in Mexico where Pemex iscatching-up on the collection delays which started in the second half of 2019. In our assets in Spain, collection periods have also been shorter in the firsthalf of 2021. The increase was also due to higher profit for the period adjusted by finance expenses and non-monetary adjustments, mainly due to higherAdjusted EBITDA, as we explain in “Segment Reporting”.

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Net cash used in investing activities

For the six-month period ended June 30, 2021, net cash used in investing activities amounted to $327.0 million and corresponded mainly to $323.1 millionpaid for the acquisitions of Vento II, Coso, Calgary, Chile PV2 and Rioglass. Net cash used in investing activities also includes investments in concessionalassets for $16.6 million, mainly corresponding to maintenance capital expenditure and equipment replacements in Solana. These cash outflows werepartially offset by $13.2 million of dividends received from Amherst Island Partnership by AYES Canada, most of which were paid to our partner in thisproject.

For the six-month period ended June 30, 2020, net cash provided by investing activities was $16.8 and mainly corresponded to $11.1 million from theacquisition of Tenes, since the cash consolidated from the acquisition date is higher than the payment made under the agreement signed in May 2020.Investing cash flow for the six-month period ended June 30, 2020 also includes $7.4 million proceeds related to the amounts Solana received underobligations from the EPC Contractor. From an accounting perspective, because this payment resulted from obligations under the EPC contract, the amountreceived was recorded as reducing the asset value and was therefore classified as cash provided by investing activities. These effects were partially offsetby the amount paid for the acquisition of Chile PV 1.

Net cash used in financing activities For the six-month period ended June 30, 2021, net cash used in financing activities amounted to $96.7 million and includes the repayment of principal ofour project financing agreements for an approximate amount of $164.4 and $105.8 million of dividends paid to shareholders and non-controlling interests.These cash outflows were partially offset by the proceeds from the equity private placement closed in January 2021 for a net amount of $130.6 million. Inaddition, in the second quarter of 2021 we prepaid the Note Issuance Facility 2019 for $354.2 with the proceeds of the Green Senior Notes issued,amounting to $394.0 million, which created a net cash inflow of $32.9 million. For the six-month period ended June 30, 2020, net cash provided by financing activities was $71.9 million and mainly corresponded to the proceeds fromthe 2020 Green Private Placement and the Green Project Finance, for a total amount of $468.3 million and to the withdrawal of approximately $90.0million under the Revolving Credit Facility. This increase was partially offset by the repayment of $308.8 million of the Note Issuance Facility 2017, withthe proceeds from the 2020 Green Private Placement, the scheduled repayment of principal of our project financing agreements for an approximate amountof $116.6 million and $97.5 million of dividends paid to shareholders and non-controlling interest.

Item 3. Quantitative and Qualitative Disclosures about Market Risk Quantitative and Qualitative Disclosure about Market Risk Our activities are exposed to market risk, credit risk and liquidity risk. Risk is managed by our Risk Management and Finance Departments in accordancewith mandatory internal management rules. The internal management rules provide written policies for the management of overall risk, as well as forspecific areas, such as exchange rate risk, interest rate risk, credit risk, liquidity risk, use of hedging instruments and derivatives and the investment ofexcess cash.

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Market risk We are exposed to market risk, such as foreign exchange rates and interest rates fluctuations. All of these market risks arise in the normal course ofbusiness and we do not carry out speculative operations. For the purpose of managing these risks, we use swaps and options on interest rates and foreignexchange rates. None of the derivative contracts signed has an unlimited loss exposure. Foreign exchange risk The main cash flows from our subsidiaries are cash collections arising from long-term contracts with clients and debt payments arising from project financerepayment. Given that financing of the projects is generally denominated in the same currency in which the contract with the client is signed, a naturalhedge exists for our main operations. Our functional currency is the U.S. dollar, as most of our revenue and expenses are denominated or linked to the U.S. dollar. Our assets located in NorthAmerica and most of our assets in South America have their PPAs, or concessional agreements, and financing contracts signed in, or indexed totally orpartially, to U.S. dollars. Our solar power plants in Spain have their revenues and expenses denominated in euros, and Kaxu, our solar plant in SouthAfrica, has its revenue and expenses denominated in South African rand. Our strategy is to hedge cash distributions from our Spanish assets. We hedge the exchange rate for the distributions from our Spanish assets afterdeducting euro-denominated interest payments and euro-denominated general and administrative expenses. Through currency options, we have hedged100% of our euro-denominated net exposure for the next 12 months and 75% of our euro-denominated net exposure for the following 12 months. Weexpect to continue with this hedging strategy on a rolling basis.

Although we hedge cash-flows in euros, fluctuations in the value of the euro in relation to the U.S. dollar may affect our operating results. In subsidiarieswith functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates. Revenue,expenses and cash flows are translated using average rates of exchange. Fluctuations in the value of the South African rand in relation to the U.S. dollarmay also affect our operating results. Interest rate risk Interest rate risk arises mainly from our financial liabilities at variable interest rate (less than 10% of our total project debt financing). We use interest rateswaps and interest rate options (caps) to mitigate interest rate risk. As a result, the notional amounts hedged as of June 30, 2021, contracted strikes and maturities, depending on the characteristics of the debt on which theinterest rate risk is being hedged, are very diverse, including the following: ● Project debt in euro: 100% of the notional amount, maturities until 2030 and average strike interest rates of between 0.00% and 4.87%● Project debt in U.S. dollars: between 75% and 100% of the notional amount, maturities until 2040 and average strike interest rates of between 0.82%

and 5.27% In connection with our interest rate derivative positions, the most significant impact on our Annual Consolidated Financial Statements relates to thechanges in EURIBOR or LIBOR, which represents the reference interest rate for the majority of our debt.

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In relation to our interest rate swaps positions, an increase in EURIBOR or LIBOR above the contracted fixed interest rate would create an increase in ourfinancial expense, which would be positively mitigated by our hedges, reducing our financial expense to our contracted fixed interest rate. However, anincrease in EURIBOR or LIBOR that does not exceed the contracted fixed interest rate would not be offset by our derivative position and would result in anet financial loss recognized in our consolidated income statement. Conversely, a decrease in EURIBOR or LIBOR below the contracted fixed interest ratewould result in lower interest expense on our variable rate debt, which would be offset by a negative impact from the mark-to-market of our hedges,increasing our financial expense up to our contracted fixed interest rate, thus likely resulting in a neutral effect. In relation to our interest rate option positions, an increase in EURIBOR or LIBOR above the strike price would result in higher interest expenses, whichwould be positively mitigated by our hedges, reducing our financial expense to our capped interest rate, whereas a decrease of EURIBOR or LIBOR belowthe strike price would result in lower interest expenses. In addition to the above, our results of operations can be affected by changes in interest rates with respect to the unhedged portion of our indebtedness thatbears interest at floating rates. In the event that EURIBOR and LIBOR had risen by 25 basis points as of June 30, 2021, with the rest of the variables remaining constant, the effect in theconsolidated income statement would have been a loss of $2.8 million and an increase in hedging reserves of $25.4 million. The increase in hedgingreserves would mainly be due to an increase in the fair value of interest rate swaps designated as hedges. Credit risk The credit rating of Eskom is currently CCC+ from S&P , Caa1 from Moody’s and B from Fitch. Eskom is the off-taker of our Kaxu solar plant, a state-owned, limited liability company, wholly owned by the government of the Republic of South Africa. Eskom’s payment guarantees to our Kaxu solar plantare underwritten by the South African Department of Energy, under the terms of an implementation agreement. The credit ratings of the Republic of SouthAfrica as of the date of this report are BB-/Ba2/BB- by S&P, Moody’s and Fitch, respectively. In addition, Pemex’s credit rating is currently BBB from S&P, Ba3 from Moody’s and BB- from Fitch. We experienced significant delays in collectionsfrom Pemex since the second half of 2019, although collections have recently improved. In 2019, we also entered into a political risk insurance agreement with the Multinational Investment Guarantee Agency for Kaxu. The insurance providesprotection for breach of contract up to $78.0 million in the event the South African Department of Energy does not comply with its obligations asguarantor. We also have a political risk insurance in place for our assets in Algeria up to $38.2 million, including two years dividend coverage. Theseinsurance policies do not cover credit risk. Liquidity risk The objective of our financing and liquidity policy is to ensure that we maintain sufficient funds to meet our financial obligations as they fall due. Project finance borrowing permits us to finance projects through project debt and thereby insulate the rest of our assets from such credit exposure. We incurproject finance debt on a project-by-project basis. The repayment profile of each project is established based on the projected cash flow generation of the business. This ensures that sufficient financing isavailable to meet deadlines and maturities, which mitigates the liquidity risk.

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Item 4. Controls and Procedures

Not Applicable

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

A number of Abengoa’s subcontractors and insurance companies that issued bonds covering Abengoa’s obligations under such contracts in the U.S,included some of Atlantica’s non-recourse subsidiaries in the U.S. at the time that the plants we currently own as co-defendants in claims against Abengoawere being constructed. Generally speaking, the Atlantica subsidiaries were dismissed as defendants at early stages of the processes. In relation to a claimfiled by a group of insurance companies against a number of Abengoa’s subsidiaries and against Solana (Arizona Solar One) for Abengoa related losses ofapproximately $20 million that could increase, according to the insurance companies, up to a maximum of approximately $200 million if all their exposureresulted in losses. Atlantica reached an agreement with all but one of the above-mentioned insurance companies, under which they agreed to dismiss theirclaims in exchange for payments of approximately $4.3 million, which were paid in 2018. The insurance company that did not join the agreement hastemporarily halted legal actions against Atlantica, and Atlantica does not expect this particular claim to have a material adverse effect on its business. In addition, an insurance company covering certain Abengoa obligations in Mexico claimed certain amounts related to a potential loss. Atlantica reached anagreement under which Atlantica´s maximum theoretical exposure would in any case be limited to approximately $35 million, including $2.5 million to beheld in an escrow account. In January 2019, the insurance company called on this $2.5 million from the escrow account and Abengoa reimbursed thisamount in accordance with the indemnities in force between Atlantica and Abengoa. The payments by Atlantica will only happen if and when the actualloss has been confirmed and after arbitration if the Company initiates it. We used to have indemnities from Abengoa for certain potential losses, but suchindemnities are no longer valid following the insolvency filing by Abengoa S.A. in February 2021. Atlantica is not a party to any other significant legal proceedings other than legal proceedings arising in the ordinary course of its business. Atlantica isparty to various administrative and regulatory proceedings that have arisen in the ordinary course of business. While Atlantica does not expect these proceedings, either individually or in combination, to have a material adverse effect on its financial position orresults of operations, because of the nature of these proceedings Atlantica is not able to predict their ultimate outcomes, some of which may be unfavorableto Atlantica.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s consolidated financial statements and notes theretoincluded in the Annual Report on Form 20-F filed by the Company with the SEC on March 1, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent sales of unregistered securities

None.

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Use of proceeds from the sale of registered securities

None.

Purchases of equity securities by the issuer and affiliated purchasers

None Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not Applicable.

Item 6. Exhibits 1.1. Distribution Agreement, dated August 3, 2021, between the Company and J.P. Morgan Securities LLC 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP. 4.29 ATM Plan Letter Agreement, dated August 3, 2021, between the Company and Algonquin Power & Utilities Corp.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC Date: August 3, 2021 By: /s/ Santiago Seage Name: Santiago Seage Title: Chief Executive Officer

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Execution VersionDISTRIBUTION AGREEMENT

August 3, 2021J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179

Ladies and Gentlemen:

Atlantica Sustainable Infrastructure plc, registered in England and Wales with the company number 08818211 and having its registered office atGreat West House (Gw1), Great West Road, Brentford TW8 9DF, London, United Kingdom (the “Company”), confirms its agreement with J.P. MorganSecurities LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agent”), with respect to theissuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement(this “Agreement”), of ordinary shares with a nominal value $0.10 per share (the “Ordinary Shares”), of the Company having an aggregate Gross SalesPrice (as defined in Section 2(b) below) of up to $150,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Suchshares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No.258395) (the “Registration Statement”) for the registration of the Shares and other securities of the Company under the Securities Act of 1933, asamended, and the rules and regulations of the Commission thereunder (collectively, the “Act”); and such registration statement sets forth the terms of theoffering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Except where thecontext otherwise requires, “Registration Statement” as used herein, means the Registration Statement, as amended at the time of such RegistrationStatement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Agent, including (1) all documents filed as a part thereof orincorporated or deemed to be incorporated by reference therein and (2) any information contained or incorporated by reference in a prospectus filed withthe Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to bepart of the Registration Statement at the effective time. “Base Prospectus” means the prospectus dated August 3, 2021 filed as part of the RegistrationStatement, including the documents incorporated by reference therein as of the date of such prospectus; “Prospectus Supplement” means the prospectussupplement dated the date hereof to the base prospectus and relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b)under the Act in connection with a public offering or sale of Shares pursuant hereto, in the form furnished by the Company to the Agent in connection withthe offering of the Shares; “Prospectus” means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with theprovision of Section 4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) together with the Base Prospectus attached to orused with the Prospectus Supplement; and “Permitted Free Writing Prospectus” has the meaning set forth in Section 3(b). Any reference herein to theRegistration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless otherwisestated, be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference therein pursuant toItem 6 of Form F-3 under the Act, as of the date of such Base Prospectus, Prospectus Supplement or the Prospectus, as the case may be (the “IncorporatedDocuments”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any referenceherein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement orany Permitted Free Writing Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing or furnishing of any document pursuant toSection 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”) onor after the initial effective date of the Registration Statement, or the date of the Base Prospectus, the Prospectus Supplement, the Prospectus or suchPermitted Free Writing Prospectus, as the case may be, that is incorporated by reference therein or deemed incorporated by reference. References in thisAgreement to financial statements or other information that is “contained,” “included,” “described,” “set forth” or “provided” in the Registration Statement,the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus and any similar references shall, unless statedotherwise, include any information incorporated or deemed to be incorporated by reference therein. Pursuant to an agreement entered into with AlgonquinPower & Utilities Corp. (“Algonquin”), Algonquin or one or more of its subsidiaries as designated by Algonquin (the "AQN Investor") has the right butnot the obligation to purchase a number of ordinary shares to maintain its percentage interest in the Company, subject to certain adjustments and conditions.In connection with this, on August 3, 2021, the Company entered into an agreement (the "ATM Plan Letter Agreement") with Algonquin, pursuant towhich the Company will offer the AQN Investor the right but not the obligation (the "ATM Preemptive Right") on a quarterly basis, to purchase a numberof ordinary shares to maintain its percentage interest in the Company at the average price of the Shares sold under this Agreement adjusted for anydividends, distributions, reorganizations or business combinations or similar transactions in the previous quarter in connection with the furnishing andfiling by the Company of its quarterly or annual financial statements on Form 6-K or Form 20-F with the Commission and certain quarterly meetings ofAlgonquin’s board of directors, subject to certain conditions further described in the ATM Plan Letter Agreement, including the non-occurrence of amaterial adverse effect with respect to the Company. In the event that the AQN Investor exercises such ATM Preemptive Right, the Company and the AQNInvestor will enter into a subscription agreement with a settlement date no earlier than three business days and no later than one hundred and eightycalendar days from Algonquin's notice that it is subscribing for the ordinary shares.

The Company and the Agent agree as follows:

1. Issuance and Sale.

(a) Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided theCompany provides the Agent with any due diligence materials and information reasonably requested by the Agent necessary for the Agent to satisfy its duediligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and the Agent shall enter into anagreement in accordance with Section 2 hereof regarding the number of Shares to be placed by the Agent, as agent, and the manner in which and otherterms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). The Company may also offer to sellthe Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) insubstantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and the Agent to accommodate a transactioninvolving additional underwriters), relating to such sale in accordance with Section 2(g) of this Agreement (each such transaction being referred to as a“Principal Transaction”). As used herein, (i) the “Term” shall be the period commencing on the date hereof and ending on the earlier of (x) the date onwhich the aggregate Gross Sales Price of Shares issued and sold pursuant to this Agreement and any Terms Agreements equal to the MaximumAmount and (y) any termination of this Agreement pursuant to Section 8, (ii) an “Exchange Business Day” means any day during the Term that is atrading day for the Exchange other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii)“Exchange” means the Nasdaq Global Select Market.

(b) Subject to the terms and conditions set forth below, the Company appoints the Agent as agent in connection with the offer and sale ofShares in any Agency Transactions entered into hereunder. The Agent will use commercially reasonable efforts, consistent with its normal trading andsales practices, to sell such Shares in accordance with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (asdefined below). Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. The Company shall be obligated toissue and sell through the Agent, and the Agent shall be obligated to use commercially reasonable efforts, consistent with its normal trading and salespractices and as provided herein and in the applicable Transaction Acceptance, to place Shares only if and when the Company makes a TransactionProposal to the Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to theCompany by the Agent as provided in Section 2 below.

(c) The Agent, as agent in any Agency Transaction, hereby covenants and agrees not to make any sales of the Shares on behalf of theCompany pursuant to this Agreement other than (A) by means of ordinary brokers’ transactions between members of the Exchange that qualify for deliveryof a Prospectus in accordance with Rule 153 under the Act and meet the definition of an “at the market offering” under Rule 415(a)(4) under the Act (suchtransactions are hereinafter referred to as “At the Market Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity asagent of the Company as shall be agreed by the Company and the Agent in writing under a Terms Agreement.

(d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in writing to the Company thenumber of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section2(b) below) no later than six hours prior to the opening of trading on the immediately following Exchange Business Day in which the Shares are sold underthis Section 1(d).

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(e) If the Company or its transfer agent (if applicable) shall default on its obligation to deliver Shares to the Agent pursuant to the terms ofany Agency Transaction or Terms Agreement (other than as a result of the Agent failing to timely deliver the Transaction Acceptance), the Company shall(i) indemnify and hold harmless the Agent and its successors and assigns from and against any and all losses, claims, damages, liabilities and expensesarising from or as a result of such default by the Company and (ii) notwithstanding any such default, pay to the Agent the commission to which it wouldotherwise be entitled in connection with such sale in accordance with Section 2(b) below.

(f) The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling the Shares, (ii) theAgent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by theAgent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell suchShares in accordance with the terms of this Agreement, and (iii) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant tothis Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement.

2. Transaction Acceptances and Terms Agreements.

(a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed ona specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or byemail from any of the individuals listed as an authorized representative of the Company on Schedule A hereto to make such sales and shall set forth theinformation specified below (each, a “Transaction Proposal”). If the Agent agrees to the terms of such proposed Agency Transaction or if the Companyand the Agent mutually agree to modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email anotice (each, a “Transaction Acceptance”) confirming the terms of such proposed Agency Transaction as set forth in such Transaction Proposal or settingforth the modified terms for such proposed Agency Transaction as agreed by the Company and the Agent, as the case may be; provided that, following suchemail confirming acceptance, the Company will also be obligated to promptly return the countersigned Transaction Acceptance to the Agent by email forthe parties’ records, whereupon such Agency Transaction shall become a binding agreement between the Company and the Agent. Each TransactionProposal shall specify:

(i) the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold (each, a“Purchase Date”);

(ii) the maximum number of Shares to be sold by the Agent (the “Specified Number of Shares”) on, or over the course of, such

Purchase Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant TransactionAcceptance (in any event not in excess of the amount available for issuance under the Prospectus and the currently effectiveRegistration Statement as described below);

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(iii) the lowest price, if any, at which the Company is willing to sell Shares on each such Purchase Date or a formula pursuant towhich such lowest price shall be determined (each, a “Floor Price”);

(iv) if other than 1.00% of the Gross Sales Price, the Agent’s discount or commission; and

(v) other customary parameters and conditions.

A Transaction Proposal shall not set forth a Specified Number of Shares and Floor Price, the product of which, when added to

the aggregate Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (ifany) hereunder and any Terms Agreements, results or could result in a total Gross Sales Price that exceeds the Maximum Amount norshall it set forth a Floor Price which is lower than the minimum price therefor designated, if any, from time to time by any authorizedrepresentative of the Company on Schedule A hereto to whom such authority has been duly and properly delegated by the Company’sboard of directors. The Company shall have responsibility for maintaining records with respect to the aggregate number and aggregateGross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and forinsuring that the aggregate number and aggregate Gross Sales Price of Shares offered and sold does not exceed, and the price at whichany Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum pricetherefor designated, if any, from time to time by any authorized representative of the Company on Schedule A hereto to whom suchauthority has been duly and properly delegated by the Company’s board of directors. In the event that more than one TransactionAcceptance with respect to any Purchase Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shallgovern any sales of Shares for the relevant Purchase Date(s), except to the extent of any action occurring pursuant to a prior TransactionAcceptance and prior to the delivery to the Company of the latest Transaction Acceptance. The Company or the Agent may, upon noticeto the other such party by telephone (confirmed promptly by e-mail), suspend or terminate the offering of the Shares pursuant to AgencyTransactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties’ respectiveobligations with respect to the Shares sold hereunder prior to the giving of such notice or their respective obligations under any TermsAgreement. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more thanone Purchase Date, then the Company and the Agent shall mutually agree to such additional terms and conditions as they deemreasonably necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in orconfirmed by, as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms containedtherein. During any term of suspension, the Company shall not be obligated to deliver (or cause to be delivered) any of the documentsreferred to in Sections 6(b) through 6(d) and 6(f), be deemed to affirm any of the representations or warranties contained in thisAgreement pursuant to Sections 3 or 6(a) hereof, or be obligated to conduct any due diligence session referred to Section 6(f) until thetermination of the suspension and the recommencement of the offering of the Shares pursuant to this Agreement (whichrecommencement shall constitute a Bring-Down Delivery Date, as defined in Section 6(b)).

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(b) The Purchase Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, asthe case may be, the applicable Transaction Acceptance. Except as otherwise agreed between the Company and the Agent, the Agent’s commission for anyShares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 1.00%, of the actual sales price of such Shares (the “GrossSales Price”), which commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; provided, however,that such commission shall not apply when the Agent acts as principal, in which case such commission or a discount shall be set forth in the applicableTerms Agreement. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares that would constitute a “distribution,”within the meaning of Rule 100 of Regulation M under the Exchange Act or a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act,the Company will provide the Agent, at the Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date theopinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof that the Company would be required to provide to the Agentin connection with the sales of Shares pursuant to a Terms Agreement, each dated the Settlement Date, and such other documents and information as theAgent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with respect to suchtransaction. The Gross Sales Price less the Agent’s commission and after deduction for any transaction fees, transfer taxes (including any UK stamp dutyand/or stamp duty reserve tax) or similar taxes or fees imposed by any governmental, regulatory or self-regulatory organization in respect of the sale of theapplicable Shares is referred to herein at the “Net Sales Price.”

(c) Payment of the Net Sales Price for Shares sold by the Company on any Purchase Date pursuant to a Transaction Acceptance shall bemade to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the Agent atleast one Exchange Business Day prior to the applicable Agency Settlement Date (as defined below)) against delivery of such Shares to the Agent’saccount, or an account of the Agent’s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) orby such other means of delivery as may be agreed to by the Company and the Agent. Such payment and delivery shall be made at or about 10:00 a.m.(New York City time) on the second Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlementof such a securities issuance or as agreed to by the Company and the Agent) following each Purchase Date (each, an “Agency Settlement Date”).

(d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the partieswith respect to a Purchase Date, and the Agent thereafter determines and notifies the Company that the Gross Sales Price for such Agency Transactionwould not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell through the Agent, and the Agent shall not beobligated to place, the Shares proposed to be sold pursuant to such Agency Transaction on such Purchase Date, unless the Company and the Agentotherwise agree in writing.

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(e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act arenot satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance orany Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party.

(f) (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth in Section 2(a) of thisAgreement, it will notify the Agent of the proposed terms of the Principal Transaction. If the Agent, acting as principal, wishes to acceptsuch proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishesto accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such PrincipalTransaction.

(ii)The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent unless and until the Company and theAgent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of aconflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement shall control.

(g) Each sale of the Shares to the Agent in a Principal Transaction shall be made in accordance with the terms of this Agreement and a Terms

Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certainprovisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreementshall be deemed to have been made on the basis of the representations, warranties and agreements of the Company contained, and shall be subject to theterms and conditions set forth, in this Agreement and such Terms Agreement. Any such Terms Agreement shall specify the number of the Shares to bepurchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by,underwriters, if any, acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to hereinas a “Principal Settlement Date”; and, together with any Agency Settlement Date, a “Settlement Date”) and place of delivery of and payment for suchShares.

(h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of anyShares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agent given by telephone(confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell anyShares, (i) during any period in which the Company’s insider trading policy, as it exists on the date of this Agreement, would prohibit the purchases or salesof the Company’s Ordinary Shares by any of its officers or directors, which such period shall be deemed to end on the date on which the Company’ssubsequent Annual Report (as defined below) or Quarterly Report (as defined below) is filed or furnished, respectively, with the Commission, (ii) duringany period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii) at any time from and including thedate on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operationsthrough and including the time that is 24 hours after the time that the Company furnishes or files, respectively, a quarterly report on Form 6-K, containingreviewed quarterly financial statements for the three months ended March 31, June 30 or September 30 (each a “Quarterly Report”) or an annual reportpursuant to Section 13 or 15(d) of the Exchange Act on Form 20-F (the “Annual Report”), as applicable.

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(i) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company under thisAgreement shall be effected only on any Exchange Business Day.

(j) Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and the Agent, assales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at aprice lower than the minimum price therefor designated, if any, from time to time by the Company’s board of directors or, if permitted by applicable lawand the Company’s memorandum and articles of association, a duly authorized committee thereof or any authorized representative of the Company onSchedule A hereto to whom such authority has been duly and properly delegated by the Company’s board of directors, or in a number in excess of thenumber of Shares approved for listing on the Exchange, or in excess of the number or amount of Shares available for issuance on the RegistrationStatement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance withany such limitations shall be the sole responsibility of the Company.

3. Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with, the Agent, on and as of(i) the date hereof, (ii) each date on which the Company receives a Transaction Acceptance (the “Time of Acceptance”), (iii) each date on which theCompany executes and delivers a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows:

(a) The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelfregistration statement” (as defined in Rule 405) and the Shares have been and remain eligible for registration by the Company on such automatic shelfregistration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stoporder suspending the effectiveness of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, no order preventing orsuspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus has been issued and no proceedings for any ofthose purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any)from the Commission for additional information.

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The Registration Statement, at the time of its effectiveness and as of the date hereof and, as then amended or supplemented, as of each other RepresentationDate will comply, in all material respects, with the requirements of the Act; the Prospectus and any amendment or supplement thereto, at the time each wasfiled with the Commission, and, in each case, as of each Representation Date, complied and will comply in all material respects, with the requirements ofthe Act and each Prospectus delivered to the Agent for use in connection with this offering was identical to the electronically transmitted copies thereoffiled with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or atthe time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act andthe rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

(b) Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof or, as of each Representation Date,contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated thereinor necessary to make the statements therein not misleading. Neither the Prospectus, as then amended or supplemented, together with all of the then issuedPermitted Free Writing Prospectuses, if any, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and as of eachRepresentation Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessaryin order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated ordeemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or whensuch documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in theRegistration Statement or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendmentthereto), the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to theCompany by the Agent expressly for use therein (it being understood that such information consists solely of the information specified in Section 9(b)). Asused herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of the Agent’s initial entry into contractswith investors for the sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of suchShares.

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(c) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any“prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, ineach case other than the Base Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Agent, until the termination ofthis Agreement, it has not made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined inRule 433 under the Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) other than any Permitted FreeWriting Prospectus. Any such free writing prospectus relating to the Shares consented to by the Agent (including any Free Writing Prospectus prepared bythe Company solely for use in connection with the offering contemplated by a particular Terms Agreement) is hereinafter referred to as a “Permitted FreeWriting Prospectus”. The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable toany Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The conditions setforth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Act are satisfied, and the registration statement relating to theoffering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 under theAct, satisfies the requirements of Section 10 of the Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Act, from using, inconnection with the offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Act) pursuant to Rules 164 and 433 underthe Act; the Company was not as of each eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of theShares contemplated by the Registration Statement and this Agreement. The Company has paid or, no later than the business day after the date of thisAgreement, will pay the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act.

(d) A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes ofcomplying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only,of Rule 163(c) under the 1933 Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the 1933 Act, and (D) as of eachRepresentation Date, the Company was and is a “well-known seasoned issuer” (as defined in Rule 405).

(e) At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Companyor another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Shares and at the datehereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commissionpursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(f) The accountants who certified the financial statements and supporting schedules included in the Registration Statement and theProspectus are an independent registered public accounting firm with respect to the Company within the meaning of the U.S. Securities Act of 1933, asamended, and the and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission (SEC) and the Public CompanyAccounting Oversight Board (United States) (PCAOB).

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(g) The financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in theRegistration Statement, the Prospectus or any Permitted Free Writing Prospectus present fairly the financial position of the Company and its consolidatedsubsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries forthe periods specified; said financial statements have been prepared in accordance with the International Financial Reporting Standards, as issued by theInternational Accounting Standards Board (“IASB”) (“IFRS-IASB”) applied on a consistent basis throughout the periods involved. The supportingschedules, if any, present fairly in accordance with IFRS-IASB the information required to be stated therein. The selected financial data and the summaryfinancial information included in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus present fairly the information showntherein and, except as described therein, have been compiled on a basis consistent with that of the audited financial statements included therein. Except asincluded therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in theRegistration Statement and the Prospectus under the Act. All disclosures contained in the Registration Statement, the Prospectus or any Permitted FreeWriting Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations ofthe Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. The interactive data ineXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information calledfor in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

(h) Except as disclosed in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, there has not been (a) anymaterial change in the capital stock or long-term debt (excluding any immaterial project financing debt) of the Company or any of its subsidiaries, or anydividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or (b) any event ordevelopment which could constitute a material adverse effect on the condition (financial or otherwise), prospects, management, earnings, business orproperties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or on the performance by theCompany of its obligations under this Agreement or any Terms Agreement (a “Material Adverse Effect”).

(i) The Company and its subsidiaries have been duly organized and are validly existing under the laws of their respective jurisdictions ofincorporation. The Company and each of its subsidiaries has power and authority (corporate and other) to own its respective properties and conduct itsrespective business as disclosed in each of the Registration Statement and the Prospectus, and is duly qualified under the laws of each other jurisdiction inwhich it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason ofthe failure to be so qualified in any such jurisdiction, except where the failure to obtain such qualification would not have a Material Adverse Effect.

(j) All the outstanding shares of capital stock or other ownership interests of each subsidiary of the Company have been duly and validlyauthorized and issued and are fully paid and non-assessable, and, except as otherwise set forth in each of the Registration Statement, the Prospectus and anyPermitted Free Writing Prospectus, all outstanding shares of capital stock or other ownership interests of the subsidiaries of the Company are owned by theCompany either directly or through wholly owned subsidiaries free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity orencumbrance of any kind (collectively, “Liens”) other than (i) those described in or under agreements described in the Registration Statement, theProspectus and in any Permitted Free Writing Prospectus or (ii) Liens arising from or relating to project financing agreements or (iii) as do not materiallyaffect the value of such property or interfere with the use made and proposed to be made of such property by the Company and its subsidiaries as describedin each of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus.

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(k) The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, theProspectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement,pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement and the Prospectus or pursuant to the exercise ofconvertible securities or options referred to in the Registration Statement and the Prospectus) and any Permitted Free Writing Prospectus. The outstandingshares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non‑assessable. None of the outstanding sharesof capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company

(l) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been dulyauthorized, executed and delivered by the Company and the Company has and will have the full right, power and authority to execute and deliver thisAgreement and any Terms Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization,execution and delivery of this Agreement and any Terms Agreement and the consummation of the transactions contemplated hereby has been and will beduly and validly taken by each of the Company.

(m) The Company has the right, power and authority under the articles of associations of the Company, or pursuant to resolutions passed ingeneral meeting, to issue and sell the Shares, and when issued and delivered by the Company pursuant this Agreement and any Terms Agreement againstpayment of the consideration set forth herein the Shares, will be validly issued and fully paid and non-assessable; and the issuance of the Shares is notsubject to the preemptive or other similar rights of any securityholder of the Company, except as disclosed in the Prospectus and as set forth in the ATMPlan Letter Agreement. The Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Prospectusand any Permitted Free Writing Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Shareswill be subject to personal liability by reason of being such a holder.

(n) Upon their allotment and issue, the Shares will be authorized and validly issued without mortgage, equity, pledge, lien, charge,assignment, hypothecation, security, interest, claim, option or third party right or interest or any agreement or arrangement having the effect of conferringany of the foregoing (“Encumbrance”), except as described in or contemplated by the Prospectus, and freely transferable and fully paid and no holder ofsuch shares will be subject to any liability to the Company arising out of its holding of such shares. The Shares will be entitled to participate pari passu withthe existing ordinary shares in the capital of the Company in all dividends and other distributions declared, paid or made on or after the date of anySettlement Date; and (b) purchasers of Shares will, at each Settlement Date, against payment to the Agent, acquire good and marketable title to the Shares,free and clear of any Encumbrances.

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(o) There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the RegistrationStatement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement or any Terms Agreement.

(p) This Agreement conforms and each Terms Agreement will conform in all material respects to the description thereof contained in theRegistration Statement, the Prospectus and any Permitted Free Writing Prospectus.

(q) The issuance and sale of the Shares, the execution, delivery and performance of this Agreement and any Terms Agreement and theconsummation of the transactions contemplated herein and in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus(including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use ofProceeds”) do not and will not result in a breach or violation of, constitute a change of control or other event giving rise to any right of acceleration ortermination or other right under, constitute a Debt Repayment Triggering Event (as described below) under, or result in the imposition of any Lien upon anyproperty or assets of the Company or any of its subsidiaries pursuant to (A) the articles of association, charter, by-laws or other constituting documents ofthe Company or any of its subsidiaries; (B) the terms of any concession agreement, indenture, contract, lease, mortgage, deed of trust, note agreement, loanagreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or towhich its or their property is subject; or (C) any statute, law, rule, regulation, judgment, license, permit, order or decree applicable to the Company or anyof its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over theCompany or any of its subsidiaries or any of its or their properties, except in the case of (B) or (C) for such breaches, violations, Liens, charges orencumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval,authorization, order, registration or qualification of or with any court, arbitrator, governmental or regulatory agency or body is required for the issuance andsale of the Shares, the execution and delivery of this Agreement and any Terms Agreement and the consummation by the Company of the transactionscontemplated by this Agreement and any Terms Agreement except such consents, approvals, authorizations, registrations or qualifications as (a) may havealready been obtained; and (b) may be required under applicable securities laws in connection with the purchase and resale of the Shares by the Agent. A“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder ofany note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption orrepayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

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(r) Neither the Company nor any of its subsidiaries is in violation or default of (i) any provision of its articles of association, charter, by-lawsor other constituting documents, (ii) except as disclosed in the Registration Statement, the terms of any concession agreement, indenture, contract, lease,mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound orto which its property is subject, or (iii) any statute, law, including, without limitation, any and all applicable “insider dealing”, “insider trading” or “marketabuse” or similar legislation (including Regulation (EU) No 596/2014 of April 16, 2014 (“MAR”) and Implementing Regulation (EU) No 2016/1055 ofJune 29, 2016)), rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or otherauthority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except, in the case of (ii) or (iii), for suchviolations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(s) No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent,and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers,manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

(t) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Companyor any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected tohave a material adverse effect on the performance by the Company of its obligations under this Agreement or the consummation of any of the transactionscontemplated thereby or (ii) could reasonably be expected to have a Material Adverse Effect, except as set forth in the Registration Statement and theProspectus.

(u) There are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or any PermittedFree Writing Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

(v) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any arbitrator, court,governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of itssubsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), is necessary or required for the performance by theCompany of its obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactionscontemplated by this Agreement or any Terms Agreement, except such as have been already obtained or as may be required under the Act, the ActRegulations the rules of the Nasdaq Global Select Market, state securities laws or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”).

(w) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authoritiesnecessary to conduct their respective business except where the failure to possess or make the same would not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect, and none of the Company or any such subsidiary has received any written notice of proceedings relating tothe revocation or modification of any such license, certificate, authorization or permit which, if the subject of an unfavorable decision, ruling or finding,would reasonably be expected to have a Material Adverse Effect.

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(x) The concession agreements and power purchase agreements described in the Registration Statement, the Prospectus and any PermittedFree Writing Prospectus and entered into between the Company and/or its subsidiaries, on the one hand, and the relevant governmental or regulatoryauthority or other person, on the other hand (i) have been duly authorized, executed and delivered and constitute valid and legally binding agreements ofthe Company and/or such subsidiary, as applicable, and none of the Company or any of its subsidiaries has received any notice of termination, revocationor modification with respect to any such concession agreements or power purchase agreements, as the case may be, except for any modification that isdescribed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus or any termination, revocation or modification that,individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; (ii) to the extent such concessions or relatedprojects are under construction, they will comply in all material respects with all applicable laws and regulations and with their respective concession orpower purchase agreements, except for any non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a MaterialAdverse Effect; and (iii) the financial and operating information included in the Registration Statement, the Prospectus and any Permitted Free WritingProspectus with respect to such concessions and power purchase agreements has been properly prepared after due and careful enquiry and is accurate in allmaterial respects.

(y) (i) The Company and its subsidiaries lawfully own or lease all such properties as are necessary to the conduct of their operations aspresently conducted, and such properties are free of any Lien, except (A) such as otherwise set forth in each of the Registration Statement, the Prospectusand any Permitted Free Writing Prospectus, (B) those arising from or relating to project financing or acquisition agreements, or (C) such as do not, singlyor in the aggregate, materially affect the value of such properties, taken as a whole, and do not materially interfere with the use made and proposed to bemade of such property by the Company or any of its subsidiaries considered as one enterprise; and any real property and buildings held under lease by theCompany and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interferewith the use made and/or proposed to be made of such property and buildings by the Company and its subsidiaries, and neither the Company nor any of itssubsidiaries have breached or defaulted under the terms of any such lease.

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The Company and its subsidiaries own or possess adequate licenses or have other rights to use, on reasonable terms, all patents, patent applications, tradeand service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and otherintellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted except as wouldnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in each of Registration Statement, theProspectus and any Permitted Free Writing Prospectus, (i) there are no rights of third parties to any such Intellectual Property, except for customaryreversionary rights of third-party licensors; (ii) there is no material infringement by third parties of any such Intellectual Property that is disclosed in eachof the of Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as owned by the Company or its subsidiaries; (iii) there is nopending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others (A) challenging the Company’s or any of itssubsidiaries’ rights in or to any such Intellectual Property, and the Company are unaware of any facts which would form a reasonable basis for any suchclaim; (B) challenging the validity or scope of any such Intellectual Property, and the Company are unaware of any facts which would form a reasonablebasis for any such claim; or (C) that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights ofothers, and the Company are unaware of any other fact which would form a reasonable basis for any such claim; and (iv) there is no prior art of which theCompany is aware that may render any patent held by the Company or any of its subsidiaries invalid or any patent application held by the Companyunpatentable which has not been disclosed to the U.S. Patent and Trademark Office or comparable authority in any applicable jurisdiction, in each caseexcept as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer is not a party to, or bound by,any options, licenses or agreements with respect to the intellectual property rights of any other person or entity that are necessary to be described in thePricing Disclosure Package or the Offering Memorandum to avoid a material misstatement or omission and are not described therein. None of theIntellectual Property used by the Issuer or any of its subsidiaries has been obtained or is hereby used by the Issuer or any of its subsidiaries in materialviolation of any contractual obligation binding on the Issuer or any of its subsidiaries or, to the Issuer or any of its subsidiaries’ knowledge, its officers,directors or employees or otherwise in material violation of the rights of any person.

(z) Except as otherwise set forth in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, the Company andits subsidiaries (i) are in compliance with applicable European Union, U.K., state, local and foreign law (including U.S. Federal and state law) andregulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants(“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicableEnvironmental Laws to conduct their respective businesses and (iii) have not received written notice of any actual or potential proceedings or liabilityunder any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or otherapprovals, or liability would not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. Except as set forth in each of theRegistration Statement, the Prospectus and any Permitted Free Writing Prospectus, (x) none of the Company or any of its subsidiaries has been named as a“potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended and (y) there areno proceedings that are pending, or that are known by the Company or any of its subsidiaries to be contemplated against the Company or any of itssubsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonablybelieved that no monetary sanctions of $100,000 or more will be imposed against the Company or any of its subsidiaries.

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(aa) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operationsand properties of the Company and its subsidiaries, in the course of which they identify and evaluate associated costs and liabilities (including, withoutlimitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, licenseor approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company hasreasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth ineach of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus.

(bb) Except as described in the Registration Statement and the Prospectus, (i) no outstanding indebtedness of the Company or any itssubsidiaries has become due and payable before its stated maturity, nor has any security in respect of such indebtedness become enforceable by reason ofdefault by the Company or any of its subsidiaries and no event has occurred or is, to the knowledge of the Company, pending that with the passage of timeor the giving of notice or the fulfilment of any condition, may result in any such indebtedness becoming so due and payable or any such security becomingenforceable; (ii) no person to whom any indebtedness of the Company or any of its subsidiaries which is payable on demand is owed has demanded or, tothe knowledge of the Company, threatened to demand repayment of, or to take steps to enforce any security for, such indebtedness; (iii) the amountsborrowed by the Company and each of its subsidiaries do not exceed any limitation on borrowing contained in the constitutive documents, any debenture orother deed or document binding upon such entity; (iv) any waivers received in respect of any indebtedness of the Company or the Company and each of itssubsidiaries have been validly received and the Company and the relevant subsidiaries are in compliance with the terms thereof; and (v)(A) the borrowingfacilities of the Company and each of its subsidiaries have been duly executed and are in full force and effect and (B) all undrawn amounts under suchborrowing facilities are or will be capable of being drawn down in accordance with the terms of such borrowing facilities.

(cc) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i)transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with IFRS-IASB as issued by the IASB and to maintain asset accountability; (iii) access to assets ispermitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existingassets at reasonable intervals and appropriate action is taken with respect to any differences and (v) interactive data in eXtensible Business ReportingLanguage (“XBRL Data”) included or incorporated by reference in the Registration Statement fairly presents the information called for in all materialrespects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries maintain a systemof “internal control over financial reporting” (as defined in Rule 13a-15(f) under the 1934 Act), that complies with the requirements of the 1934 Act andhave been designed by, or under the supervision of, management, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with IFRS-IASB as issued by the IASB. The Company and its subsidiaries’ internalcontrols over financial reporting are effective and the Company and its subsidiaries are not aware of any material weakness in their internal controls overfinancial reporting.

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(dd) The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) ofthe Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the ExchangeAct is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls andprocedures designed to ensure that such information is accumulated and communicated to the Company’s management, as applicable, including the chiefexecutive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries havecarried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act and as of the lastday of each of the Company’s fiscal quarters ended thereafter, such disclosure controls and procedures were effective to perform the functions for whichthey were established.

(ee) Each benefit, pension and compensation plan, agreement, policy and arrangement that is maintained, administered or contributed to bythe Company or any of its subsidiaries for current or former employees or directors of, or independent contractors with respect to, the Company or any ofits subsidiaries or with respect to which any of such entities could reasonably be expected to have any current, future or contingent liability orresponsibility, has been maintained in all material respects in compliance with its terms and requirements of any applicable statutes, orders, rules andregulations. The Company and each of its subsidiaries have complied in all material respects with all applicable statutes, orders, rules and regulations inregard to such plans, agreements, policies and arrangements. The present value of all accrued benefits under each such plan, based on those assumptionsused to fund such plan, as calculated by the Company’s actuaries, did not, as of the last annual valuation date prior to the date on which this representationis made, exceed the value of the assets of such plan allocable to such benefits by an amount which could reasonably be expected to have a Material AdverseEffect.

(ff) Each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, asamended (“ERISA”), for which the Company has or could reasonably expect to have any liability, contingent or otherwise, including due to the Companybeing a member of a “Controlled Group” (defined as any controlled group of corporations within the meaning of Section 414 of the Internal RevenueCode of 1986, as amended (the “Code”) that includes the Company) (each, a “Plan”), has been maintained in compliance with its terms and therequirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for any failure to complythat would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No prohibited transaction, within the meaningof Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan subject to such provisions excluding transactions effectedpursuant to a statutory or administrative exemption and transactions that would not have a Material Adverse Effect. For each Plan that is subject to thefunding rules of Section 412 of the Code or Section 302 of ERISA, no failure to satisfy the “minimum funding standard” or “minimum requiredcontribution” (as such terms are defined in Section 412 or 430 of the Code or Section 302 of ERISA), whether or not waived, has occurred or is reasonablyexpected to occur, except for any such failure that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the end of the prior plan year, the fair market value of the assets of each Plan that is subject to ERISA and is required to be funded under ERISAequals or exceeds the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such Plan (determined based onreasonable actuarial assumptions and the asset valuation principles established by the Pension Benefit Guaranty Corporation), except for any failure to beso funded that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No “reportable event,” as defined inSection 4043 of ERISA (other than an event with respect to which the 30-day notice requirement has been waived), has occurred with respect to any Plan,except for any such event that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Companynor any members of its Controlled Group have incurred or reasonably expect to incur (i) liability under Title IV of ERISA with respect to the termination orunderfunding of any pension plan, or (ii) any withdrawal liability within the meaning of Section 4201 of ERISA from a plan subject to Title IV of ERISA,in each case, except for any such liability that would not have a Material Adverse Effect. The Company has not incurred and does not reasonably expect toincur liability with respect to any “employee welfare benefit plan” (within the meaning of Section (3)(1) of ERISA) subject to ERISA providing medical,health or life insurance or other welfare type benefits for current or future retired or terminated employees, their spouses or their dependents (other than inaccordance with Section 4980B of the Code), in each case, except for any such liability that would not, individually or in the aggregate, reasonably beexpected to have a Material Adverse Effect.

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(gg) Neither the Company or any of its subsidiaries has taken any action, nor have any other steps been taken or legal proceedingscommenced or, so far as each of the Company and its subsidiaries is aware, threatened against the Company or any of its subsidiaries for the winding-up ordissolution or for any similar or analogous proceeding in any jurisdiction concerning the Company or any of its subsidiaries, or for the Company or any ofits subsidiaries to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver orexaminer.

(hh) There is and has been no failure on the part of the Company nor, to the knowledge of the Company, any of the Company’s directors orofficers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations promulgatedin connection therewith (the “Sarbanes-Oxley Act”), including Section 402 relating to loans.

(ii) Each of the Company and its subsidiaries that own operating facilities in the United States meets the requirements for, and has made thenecessary filings with, or has been determined by, the Federal Energy Regulatory Commission (“FERC”) to be an exempt wholesale generator (“EWG”)within the meaning of Section 1262(6) of Public Utility Holding Company Act of 2005 (“PUHCA”). Each of the Company and its subsidiaries that is anEWG making wholesale sales not exempt from Section 205 of the Federal Power Act (“FPA”) is authorized by FERC pursuant to Section 205 of the FPAto sell electric power, including energy and capacity and certain ancillary services, at market-based rates and has received or applied for such waivers andblanket authorizations as are customarily granted by FERC to entities authorized to sell electric power at market-based rates, including, but not limited to,authorization to issue securities and assume obligations or liabilities pursuant to Section 204 of the FPA.

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(jj) There are no pending FERC proceedings that have been docketed in FERC’s “eLibrary” system in which the EWG status, market-basedrate authority or the FPA Section 204 authority of any of the Company and its subsidiaries that have such authority, is subject to withdrawal, revocation ormaterial modification other than FERC rulemakings of general applicability.

(kk) Any of the Company or its subsidiaries with EWG certifications or market-based rate authorizations under Section 205 of the FPA are incompliance in all material respects with the terms and conditions of all orders issued by FERC under Sections 203, 204 and 205 of the FPA.

(ll) The Company is a “holding company” within the meaning of Section 1262(8) of PUHCA solely with respect to its ownership of one ormore EWGs and Qualifying Facilities (as defined therein) and, as such, is exempt from Section 1265 of PUHCA pursuant to Section 1266 of PUHCA and18 C.F.R. §366.3.

(mm) Each of the Company and its subsidiaries have complied in all material respects with applicable requirements relating to the filing oftax returns that are required to be filed in all jurisdictions in which they are required so to file (or have duly requested and been granted extensions of thetiming for filing) and have paid all taxes and duties required to be paid by any of them in all jurisdictions and have paid any related assessments, fines,interest or penalties except for any taxes and duties which are being contested in good faith by appropriate proceedings and for which adequate reserveshave been established; or where the failure to file such returns and pay such taxes and duties and related assessments, fines, interest or penalties would notindividually or in the aggregate reasonably be expected to have a Material Adverse Effect. There is no tax deficiency that has been, or could reasonably beexpected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets, except where such deficiency wouldnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(nn) No stamp, registration, issuance, transfer, documentary or other similar taxes or duties, imposed by or on behalf of the United States,United Kingdom or any other jurisdiction in which the Company is organized, incorporated, or tax resident, or any political subdivision or taxing authoritythereof or therein, are payable by or on behalf of the Company or the Agent in connection with (i) the creation, issuance or delivery by the Company of theShares, in the manner contemplated by this Agreement to the Agent (acting as agent or as principal, as the case may be) through the facilities of TheDepository Trust Company (“DTC”), (ii) the purchase by the Agent of the Shares in the manner contemplated by this Agreement through the facilities ofDTC, (iii) the initial sale or resale and delivery by the Agent of the Shares in the manner contemplated by this Agreement through the facilities of DTC, or(iv) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. For the purposes of this paragraph 3(y),references to transactions taking place “through the facilities of DTC” shall, as the case may be, be taken as references to the issuance of the Shares to anominee for DTC where the Shares are to be held by that person for such part of DTC’s business as consists of the provision of clearance services (in a casewhere DTC’s business does not consist solely of that), or to transactions in book-entry interests while the Shares are registered in the name of that person.

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(oo) The Company and its subsidiaries are insured by insurers of recognized standing against such losses and risks and in such amounts asare commercially customary in the businesses in which they are engaged; all existing policies of insurance insuring the Company or any of its subsidiariesor their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance withthe terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its subsidiaries under anysuch policy or instrument as to which any insurance company has in writing denied liability or defending under a reservation of rights clause; neither theCompany nor any such subsidiary has been refused any insurance coverage sought or applied for other than commercial reasons; and none of the Companyor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or toobtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have aMaterial Adverse Effect.

(pp) The Company is not required, and upon the issuance and sale of the Shares as herein contemplated and the application of the netproceeds therefrom as described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, will not be required to register asan “investment company” within the meaning of the Investment Company Act of 1940, as amended (collectively, the “Investment Company Act”).

(qq) There has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any ofthe Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the dataand information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company andits subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology(collectively, “IT Systems and Data”) and (ii) the Company and its subsidiaries have not been notified of, and have no knowledge of any event orcondition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their ITSystems and Data; (b) the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders,rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacyand security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification;and (c) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protectthe integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or asrequired by applicable regulatory standards.

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(rr) The Company and each of its subsidiaries are in material compliance with all applicable data privacy and security laws, statutes,judgements, orders, rules and regulations of any court or arbitrator or any other governmental or regulatory authority and all applicable laws regarding thecollection, use, transfer, export, storage, protection, disposal or disclosure by the Company and its subsidiaries of personal data collected from or providedby third parties as defined by the EU General Data Protection Regulation (GDPR) (EU 2016/679), the UK GDPR and any personally identifiable, sensitive,confidential or regulated data (“Personal Data”) (collectively, the “Privacy Laws”). The Company and its subsidiaries have in place, comply with, andtake appropriate steps reasonably designed to (i) ensure compliance with its privacy policies, all third-party obligations and industry standards regardingPersonal Data; and (ii) reasonably protect the security and confidentiality of all Personal Data (collectively, the “Privacy Policies”). The Company hasprovided notice of its privacy policy on its websites, which provides accurate and sufficient notice of Company’s current privacy practices relating to itssubject matter and such privacy policies do not contain any material omissions of the Company’s current privacy practices. None of such disclosures madeor contained in the privacy policies are inaccurate, misleading, deceptive or in violation of any Privacy Laws or Privacy Policies in any material respect. Tothe knowledge of the Company, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will notresult in a material breach of violation of any Privacy Laws or Privacy Policies. Neither the Company nor any subsidiary has received notice of any actualor potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws and is unaware of any other facts that, individually orin the aggregate, would reasonably indicate non-compliance with any Privacy Laws or Privacy Policies. To the Company’s knowledge, there is no action,suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with Privacy Laws orPrivacy Policies.

(ss) Neither the Company, nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of anycourt or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under thelaws of under the laws of any jurisdiction in which it has been incorporated or in which any of its property or assets are held.

(tt) Neither the Company nor, to the knowledge of the Company, any affiliate of the Company has taken, nor will the Company or, to theknowledge of the Company, any affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or whichconstitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or to result in aviolation of Regulation M under the 1934 Act.

(uu) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate orother person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in aviolation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”) or of any otherapplicable law in any applicable jurisdiction, including, without limitation, the Bribery Act 2010 of the United Kingdom (the “Bribery Act”) and the OECDConvention on Combating Bribery of Foreign Public Officials in International Business Transactions, which has as its objective the prevention ofcorruption, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of anoffer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving ofanything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate forforeign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted theirbusinesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected tocontinue to ensure, continued compliance therewith.

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(vv) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financialrecordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicablemoney laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the applicable rules and regulationsthereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involvingthe Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ww) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administeredor enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, theUnited Nations Security Council, the European Union, Her Majesty’s Treasury , or other relevant sanctions authority (collectively, “Sanctions”), nor is theCompany located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use theproceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person,to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in anyother manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor orotherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged inany dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with anySanctioned Country.

(xx) Except as disclosed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, the Company (i) does nothave any material lending or other relationship with any bank or lending affiliate of the Agent and (ii) does not intende to use any of the proceeds from thesale of the Shares to repay any outstanding debt owed to any affiliate of the Agent.

(yy) The statistical, industry-related and market-related data included or incorporated by reference in Registration Statement, any PermittedFree Writing Prospectus and the Prospectus is based on, or derived from, (i) sources that the Company believes to be reliable and accurate in all materialrespects, and such data agree in all material respects with the sources from which they are derived; or (ii) represent the Company’s good faith estimates thatare made on the basis of data derived from such sources.

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(zz) Any certificate signed by an authorized representative of the Company or any subsidiary of the Company and delivered to the Agent orto counsel to the Agent pursuant to or in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by theCompany to the Agent as to the matters covered thereby.

(aaa) Except as disclosed in each of the Registration Statement and the Prospectus, no subsidiary of the Company is currently prohibited,directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from makingany other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company orfrom transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(bbb) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than thisAgreement or any Terms Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Agent for a brokeragecommission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(ccc) No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Act by reason ofthe filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares.

(ddd) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in theRegistration Statement, the Prospectus and any Permitted Free Writing Prospectus will not violate Regulation T, U or X of the Board of Governors of theFederal Reserve System or any other regulation of such Board of Governors.

(eee) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained orincorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus has been made or reaffirmed without areasonable basis or has been disclosed other than in good faith.

(fff) Based on the current projections regarding the composition of the Company’s income and valuations of its assets and shares, theCompany does not believe it is currently a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297(a) of the Code, and theregulations and published interpretations thereunder and it does not expect to be a PFIC for the foreseeable future.

(ggg) All of the Shares that have been or may be sold under this Agreement and any Terms Agreement have been approved for listing,subject only to official notice of issuance, on the Exchange.

(hhh) The Ordinary Shares are an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under theExchange Act by Rule 101 (c)(1) thereunder.

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4. Certain Covenants of the Company. The Company hereby agrees with the Agent:

(a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or anysimilar rule) in connection with the offering or sale of Shares, before using or filing any Permitted Free Writing Prospectus and before using or filing anyamendment or supplement to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus (in each case, other than due to the filingof an Incorporated Document), to furnish to the Agent a copy of each such proposed Permitted Free Writing Prospectus, amendment or supplement within areasonable period of time before filing with the Commission or using any such Permitted Free Writing Prospectus, amendment or supplement and theCompany will not use or file any such Permitted Free Writing Prospectus or any such proposed amendment or supplement to which the Agent reasonablyobjects, unless the Company’s legal counsel has advised the Company that use or filing of such document is required by law.

(b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and withinthe time period required by, Rule 424(b) under the Act (without reference to Rule 424(b)(8)) and to file any Permitted Free Writing Prospectus to the extentrequired by Rule 433 under the Act and to provide copies of the Prospectus, each Prospectus Supplement, any other amendments or supplements to theProspectus and each Permitted Free Writing Prospectus (to the extent not previously delivered or filed on the Commission’s Electronic Data Gathering,Analysis and Retrieval system or any successor system thereto (collectively, “EDGAR”)) to the Agent via e-mail in “.pdf” format on such filing date to ane-mail account designated by the Agent and, at the Agent’s request, to also furnish copies of the Prospectus, each Prospectus Supplement, any otheramendments or supplements to the Prospectus and each Permitted Free Writing Prospectus to each exchange or market on which sales were effected as maybe required by the rules or regulations of such exchange or market.

(c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commissionpursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required (whether physically or throughcompliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, and during such same period to advisethe Agent, promptly after the Company receives notice thereof, (i) of the time when any amendment to the Registration Statement has been filed or hasbecome effective or any supplement to the Prospectus or any Permitted Free Writing Prospectus or any amended Prospectus has been filed with theCommission; (ii) of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to theShares or the initiation or threatening of any proceeding for that purpose, pursuant to Section 8A of the Act; (iii) of any objection by the Commission to theuse of Form F‑3ASR by the Company pursuant to Rule 401(g)(2) under the Act; (iv) of the suspension of the qualification of the Shares for offering or salein any jurisdiction or of the initiation or threatening of any proceeding for any such purpose; (v) of any request by the Commission for the amendment ofthe Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by referencetherein) or for additional information; (vi) of the occurrence of any event as a result of which the Prospectus or any Permitted Free Writing Prospectus asthen amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary inorder to make the statements therein, in the light of the circumstances existing when the Prospectus or any such Permitted Free Writing Prospectus isdelivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice of objection of the Commission to the use of theRegistration Statement or any post-effective amendment thereto.

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(d) In the event of the issuance of any such stop order or of any such order preventing or suspending the use of any such prospectus orsuspending any such qualification, or of any notice of objection to use the Registration Statement pursuant to Rule 401(g)(2) under the Act, to use promptlyits commercially reasonable efforts to obtain its withdrawal.

(e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securitiesor blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to maintain such qualifications in effect so long as requiredfor the distribution of the Shares; provided that the Company shall not be required to qualify as a foreign corporation, become a dealer of securities, orbecome subject to taxation in, or to consent to the service of process under the laws of, any such state or other jurisdictions (except service of process withrespect to the offering and sale of the Shares); and to promptly advise the Agent of the receipt by the Company of any notification with respect to thesuspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose.

(f) For so long as this Agreement is in effect, the Company will prepare and file promptly such amendment or amendments to theRegistration Statement, the Prospectus or any Permitted Free Writing Prospectus as may be necessary to comply with the requirements of Section 10(a)(3)of the Act.

(g) To furnish to the Agent from time to time during the Term such other information as the Agent may reasonably request regarding theCompany or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon therequest of the Agent, as applicable; provided, however, that so long as the Company is subject to the reporting requirements of either Section 13 or Section15(d) of the Exchange Act and is timely filing reports with the Commission on EDGAR, it is not required to furnish such information, reports or statementsto the Agent.

(h) If, at any time during the Term, any event shall occur or condition shall exist as a result of which it is necessary in the reasonable opinionof counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus or any Permitted Free Writing Prospectus as thenamended or supplemented in order that the Prospectus or any such Permitted Free Writing Prospectus will not include an untrue statement of a material factor omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of thecircumstances existing at the time the Prospectus or any such Permitted Free Writing Prospectus is delivered to a purchaser, or if it shall be necessary, in thereasonable opinion of either such counsel, to amend or supplement the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus inorder to comply with the requirements of the Act, in the case of such a determination by counsel to the Company, immediate notice shall be given, andconfirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in the Agent’s capacity as agent, and, in either case, theCompany will, subject to Section 4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documentspursuant to the Act, the Exchange Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the RegistrationStatement, the Prospectus or any such Permitted Free Writing Prospectus comply with such requirements.

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(i) To generally make available to its security holders as soon as reasonably practicable, but not later than 16 months after the first day ofeach fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section 11(a) under the Act and Rule 158 of theCommission promulgated thereunder) covering each twelve-month period beginning, in each case, not later than the first day of the Company’s fiscalquarter next following each “effective date” (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares.

(j) To apply the net proceeds from the sale of the Shares in the manner described in the Prospectus Supplement under the caption “Use ofProceeds.”

(k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result in, or that constitutes ormight reasonably be expected to constitute, the stabilization or manipulation of the price of the Shares to facilitate the sale or resale of the Shares; providedthat nothing herein shall prevent the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course ofbusiness.

(l) Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i) thepreparation and filing of the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus, and any amendments or supplements thereto,and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issueand delivery of the Shares, (iii) the qualification of the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictionsas the Agent may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent inconnection therewith) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv) the listing of the Shares on the Exchange and anyregistration thereof under the Exchange Act, (v) any filing for review, and any review, of the public offering of the Shares by FINRA (including filing feesand the reasonable legal fees and disbursements of counsel to the Agent in connection therewith), as applicable (vi) the reasonable fees and disbursementsof counsel to the Company and of the Company’s independent registered public accounting firm, (vii) the performance of the Company’s other obligationshereunder and under any Terms Agreement and (viii) the documented out-of-pocket expenses of the Agent, including the reasonable fees anddisbursements of counsel to the Agent in connection with this Agreement and ongoing services in connection with the transactions contemplated hereunderin an aggregate amount not to exceed €250,000 through the date hereof and an additional €15,000 each subsequent Bring-Down Delivery Date.

(m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, the Company will not offer Ordinary Shares orany securities convertible into or exchangeable or exercisable for Ordinary Shares in a manner in violation of the Act or the Exchange Act; and theCompany will not distribute any offering material in connection with the offer and sale of the Shares, other than the Registration Statement, the Prospectusor any Permitted Free Writing Prospectus and any amendments or supplements thereto.

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(n) Unless the Company has given written notice to the Agent and there are no pending Agency Transactions or Principal Transactions, theCompany will not, without (A) giving the Agent at least three Exchange Business Days’ prior written notice specifying the nature of the proposed sale andthe date of such proposed sale and (B) the Agent suspending activity under this program for such period of time as requested by the Company or deemedappropriate by the Agent in light of the proposed sale, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option orcontract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or other equitysecurities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for Shares or other equity securities of theCompany, or submit to, or file with, the Commission any registration statement under the Act with respect to any of the foregoing (other than a registrationstatement on Form S‑8 or post-effective amendment to the Registration Statement, relating to the Shares), or publicly announce the intention to undertakeany of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership ofShares or other equity securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares ofShares or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) Shares offered and sold under this Agreement or any TermsAgreement, or (B) securities issued pursuant to any of the Company’s equity incentive plans described in the Registration Statement and the Prospectus orupon the exercise of options granted thereunder. Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable TermsAgreement.

(o) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Permitted Free Writing Prospectusthat is not filed with the Commission in accordance with Rule 433 under the Act.

(p) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange.

(q) The Company consents to the Agent trading in the Shares for the Agent’s own account and for the account of its clients at the same timeas sales of the Shares occur pursuant to this Agreement or any Terms Agreement.

5. Execution of Agreement. The Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions inconnection with and on the date of the execution of this Agreement:

(a) the Company shall have delivered to the Agent:

(i) an officers’ certificate signed by the Chief Financial Officer certifying as to the matters set forth in Exhibit B hereto;

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(ii) an opinion and, if not covered in such opinion, a negative assurance letter of Skadden, Arps, Slate, Meagher & Flom (UK) LLP,United States, counsel for the Company, and an opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, English counselfor the Company, each in form and substance reasonably satisfactory to counsel to the Agent, each addressed to the Agent anddated the date of this Agreement;

(iii) a “comfort” letter from each of Ernst & Young, S.L. and Deloitte, S.L., addressed to the Agent and dated the date of this

Agreement, addressing such matters as the Agent may reasonably request;

(iv) a certificate signed by the Company’s Chief Financial Officer, in the form of Exhibit C hereto, certifying as to certain financial,numerical and statistical data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof;

(v) evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on the Exchange;

(vi) (i) a copy of the minutes of a meeting of the board of directors of the Company or a duly authorized committee thereof

approving and authorizing the execution of this Agreement and the consummation by the Company of the transactionscontemplated hereby including the issuance and sale of the Shares; (ii) evidence in the form of shareholder resolutions that thedirectors of the Company have the authorities required pursuant to sections 551 of CA 2006 to allot the Shares; and (iii) a copyof the articles of association (and any resolutions or agreements amending the same) of the Company and certificate ofincorporation, each as in force and effect as at the date of this Agreement; and

(vii) such other documents as the Agent shall reasonably request; and

(b) The Agent shall have received a letter or letters, which shall include the UK legal opinion, US legal opinion and negative assurance

statement, of Latham & Watkins (London) LLP, United States and English counsel to the Agent, addressed to the Agent and dated the date of thisAgreement, addressing such matters as the Agent may reasonably request.

6. Additional Covenants of the Company. The Company further covenants and agrees with the Agent as follows:

(a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and eachexecution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreementsof the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such Time of Acceptance orthe date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correcton any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warrantiesand agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to thetime of such Transaction Acceptance or Terms Agreement, as the case may be).

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(b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented(including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Quarterly Report or an Annual Report), (ii) there is a PrincipalSettlement Date pursuant to a Terms Agreement, (iii) the Agent shall reasonably request on the advice of counsel and upon reasonable advance notice tothe Company, or (iv) recommencement of the offering of Shares under this Agreement following the termination of a suspension of sales hereunder (eachdate referred to clauses (i), (ii), (iii) and (iv) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish orcause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after theapplicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on suchPrincipal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to theRegistration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificatesand, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by theaccountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificatesto the effect that the statements contained in the certificates referred to in Sections 5(a)(i) to 5(a)(iv) and, unless the Agent shall have requested that theChief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, theProspectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that thefiling of any report on Form 6-K other than any Quarterly Report or Annual Report will not constitute a Bring-Down Delivery Date under clause (i) aboveunless such report on Form 6-K shall be filed with the Commission by the Company and contains financial statements, and shall be incorporated byreference into the Registration Statement; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relatingto the offering of other securities pursuant to the Registration Statement will not constitute a Bring-Down Delivery Date.

Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) no Bring-Down Delivery Date shall be deemed to occur duringany period where either the Company or the Agent has suspended sales hereunder and (ii) the period from and including the date hereof until the date thatthe Company notifies the Agent that it intends to commence sales under this Agreement shall be deemed to be such a period of suspended sales and nocommencement of the offering of the Shares shall be deemed to occur during such period.

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(c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to be furnished to Agent (A) the writtenUS and English law opinions and negative assurance letter of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, English and United States, counsel to theCompany, and (B) the written US and English law opinions and negative assurance letter of Latham & Watkins (London) LLP, English and United Statescounsel to the Agents, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicableBring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such PrincipalSettlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or Section 5(b) hereof, as applicable, but modified as necessaryto relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery ofsuch opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the Agent with a letter substantially to the effect that theAgent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or Section 5(b), as applicable, furnished to the Agent, to the sameextent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall bedeemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time ofdelivery of such letters authorizing reliance). The requirement to provide opinions pursuant to this paragraph shall be waived for any Bring-Down DeliveryDate described in the second paragraph of Section 6(b) of the definition thereof occurring at a time at which no instruction to the Agent to sell Sharespursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sellShares following any such Bring-Down Delivery Date when the Company relied on such waiver and did not provide the Agent the opinions pursuant tothis paragraph, then before the Company instructs the Agent to sell Shares pursuant to this Agreement, the Company shall provide the Agent with suchopinions.

(d) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause Ernst & Young, S.L. and, if applicable,Deloitte S.L., to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange BusinessDay after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered onsuch Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, theProspectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, theProspectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other thanthe consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independentpublic accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one ExchangeBusiness Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date,delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. The requirement to provide “comfort” lettersfrom the independent public accountants pursuant to this paragraph shall be waived for any Bring-Down Delivery Date described in the second paragraphof Section 6(b) of the definition thereof occurring at a time at which no instruction to the Agent to sell Shares pursuant to this Agreement has beendelivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any such Bring-Down Delivery Date when the Company relied on such waiver and did not provide the Agent the “comfort” letters from the accountants described in thisparagraph, then before the Company instructs the Agent to sell Shares pursuant to this Agreement, the Company shall provide the Agent with such letters.

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(e) (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuantto Section 8A under the Act shall be pending before or, to the knowledge of the Company, threatened by the Commission; the Prospectus and eachPermitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of a Permitted Free Writing Prospectus, tothe extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to thesatisfaction of the Agent and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of anyproceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the timethe Agent delivers a Transaction Acceptance to the Company; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectusshall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agentor the time the Agent delivers a Transaction Acceptance to the Company.

(f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time totime in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of eachintended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriatecorporate officers of the Company and, upon reasonable request, representatives of Ernst & Young, S.L. (and, if the Registration Statement, the Prospectusor any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than theconsolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed suchfinancial statements) for an update on diligence matters with representatives of the Agent and (ii) at each Bring-Down Delivery Date and otherwise as theAgent may reasonably request, providing information and making available documents and appropriate corporate officers of the Company andrepresentatives of Ernst & Young, S.L. (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include orincorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and itssubsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligencesessions with representatives of the Agent and its counsel. The requirement to conduct a due diligence session and cooperate with any due diligence effortsof the Agent shall be waived for any Bring-Down Delivery Date described in the second paragraph of Section 6(b) of the definition thereof occurring at atime at which no instruction to the Agent to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding theforegoing, if the Company subsequently decides to sell Shares following any such Bring-Down Delivery Date when the Company relied on such waiverand did not conduct a due diligence review or cooperate with any due diligence effort of the Agent, then before the Company instructs the Agent to sellShares pursuant to this Agreement, the Company shall conduct a due diligence session and cooperate with the due diligence efforts of the Agent.

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(g) The Company will disclose, in its Annual Reports or Quarterly Reports, as applicable, the number of the Shares sold through the Agentunder this Agreement and any Terms Agreement, and the Gross Sales Price and Net Sales Price to the Company from the sale of the Shares and thecompensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter.

All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance tothe Agent. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonablypracticable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b)through (d) above.

7. Conditions of the Agent’s Obligation. The Agent’s obligation to solicit purchases on an agency basis for the Shares or otherwise take any actionpursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the followingconditions:

(a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevantTime of Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and deliveryof the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date:

(i) The representations, warranties and agreements on the part of the Company herein contained or contained in any certificate of anofficer or officers or other authorized representative of the Company or any subsidiary of the Company delivered pursuant to theprovisions hereof shall be true and correct in all respects.

(ii) The Company shall have performed and observed its covenants and other obligations hereunder and/or under any Terms

Agreement, as the case may be, in all material respects.

(iii) In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of aPrincipal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by theCompany until the Principal Settlement Date, trading in the Ordinary Shares on the Exchange shall not have been suspended.

(iv) From the date of this Agreement, no event or condition of a type described in Section 3(e) hereof shall have occurred or shall

exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment orsupplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgmentof the Agent makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicableSettlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement, any Permitted FreeWriting Prospectus and the Prospectus.

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(v) Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to execution of theapplicable Terms Agreement, (A) no downgrading or withdrawal shall have occurred in the rating accorded any debt securitiesor preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statisticalrating organization”, as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and (B)no notice shall have been given of any intended or potential decrease in or withdrawal of any such rating or of a possible changein any such rating that does not indicate the direction of the possible change.

(vi) The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable, shall have

been approved for listing on the Exchange, subject only to notice of issuance.

(vii) (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by anyfederal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuanceor sale of the Shares and (B) no injunction or order of any federal, state or foreign court shall have been issued that would, as ofthe relevant Settlement Date, prevent the issuance or sale of the Shares.

(viii) (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for such purpose or

pursuant to Section 8A of the Act shall be pending before or threatened by the Commission and no notice of objection of theCommission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have been received by theCompany; (B) the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commissionunder the Act (in the case of any Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act), and allrequests by the Commission for additional information shall have been complied with or otherwise satisfied in all materialrespects within the applicable time period prescribed for such filings by Rule 433; and (C) no suspension of the qualification ofthe Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes,shall have occurred and be in effect. The Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shallnot contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to makethe statements therein, in the light of the circumstances under which they were made, not misleading at the time the Agentdelivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case maybe.

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(ix) No amendment or supplement to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall havebeen filed to which the Agent shall have reasonably objected in writing.

(b) Within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date

resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agent shall have received the officer’s certificates, opinions and negativeassurance letters of counsel and “comfort” letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity andwithout limitation to any other provision of this Section 7 or elsewhere in this Agreement, the parties hereto agree that the Agent’s obligations, if any, tosolicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writingby the Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall havereceived the documents described in the preceding sentence.

8. Termination.

(a) (i) The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the Agent. Any suchtermination shall be without liability of any party to any other party, except that (A) with respect to any pending sale, theobligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effectnotwithstanding such termination until such Share sale has been completed; and (B) the provisions of Sections 3, 4 (except thatif no Shares have been previously sold hereunder or under any Terms Agreement, only Section 4(l)), 9, 13, 15 and 17 of thisAgreement shall remain in full force and effect notwithstanding such termination.

(ii) In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant to such Terms

Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent.

(b) (i) The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to the Company. Anysuch termination shall be without liability of any party to any other party, except (i) with respect to any pending sale of Sharesthrough the Agent, the obligations of the Agent, including in respect of payment to the Company for Shares sold, shall remain infull force and effect notwithstanding the termination until such Share sale has been completed and that (ii) the provisions ofSections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 4(l)), 9,13, 15 and 17 of this Agreement shall remain in full force and effect notwithstanding such termination.

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(ii) In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant to such TermsAgreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A) since thetime of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement,the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been suspended or materially limitedon or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the ChicagoMercantile Exchange or the Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company or any ofits subsidiaries shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium oncommercial banking activities shall have been declared by federal or New York state authorities or authorities in England &Wales, (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamityor crisis, either within or outside the United States, that, solely in the case of events and conditions described in this clause (iv), inthe Agent’s judgment, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale ordelivery of the Shares on the terms and in the manner contemplated in the Prospectus or such Terms Agreement. If the Agentelects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing.

(c) This Agreement shall automatically terminate if the Company does not file a new shelf registration statement relating to the Shares prior

to the third anniversary of the initial effective date of the Registration Statement.

(d) This Agreement shall remain in full force and effect until the earliest of (A) termination of the Agreement pursuant to Section 8(a) or 8(b)above or otherwise by mutual written agreement of the parties, (B) such date that the Maximum Amount of Shares has been sold in accordance with theterms of this Agreement and any Terms Agreements and (C) the expiration of the Registration Statement filed with the Commission on August 3, 2021, ineach case except that the provisions of Section 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, onlySection 4(l)), 9, 13, 15 and 17 of this Agreement shall remain in full force and effect notwithstanding such termination.

(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that, notwithstandingthe foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as thecase may be, or such later date as may be required pursuant to Section 8(a) or (b). If such termination shall occur prior to the Settlement Date for any saleof Shares, such sale shall settle in accordance with the provisions of Section 2 hereof.

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9. Indemnity and Contribution.

(a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controlsthe Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages andliabilities (including, without limitation, reasonable out of pocket legal fees and other expenses incurred in connection with any suit, action or proceedingor any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of amaterial fact contained in the Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a materialfact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untruestatement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus (or anyamendment or supplement thereto), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any road show as definedin Rule 433(h) under the Act (a “road show”), or caused by any omission or alleged omission to state therein a material fact necessary in order to make thestatements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damagesor liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and inconformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood andagreed that the only such information furnished by the Agent consists of the information described as such in subsection (b) below.

(b) The Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and eachperson, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as theindemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untruestatement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Agentfurnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or anyamendment or supplement thereto), any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any road show, it beingunderstood and agreed upon that such information shall consist solely of the information in the first sentence of the ninth and tenth paragraph under thecaption “Plan of Distribution” in the Prospectus Supplement.

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(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or assertedagainst any person in respect of which indemnification may be sought pursuant to either Section 9(a) or 9(b) above, such person (the “IndemnifiedPerson”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that thefailure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 9 except to the extent that it has beenmaterially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify theIndemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 9. If any suchproceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Personshall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to theIndemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 9 that the IndemnifyingPerson may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any suchproceeding, any Indemnified Person shall have the right to retain its own counsel), but the fees and expenses of such counsel shall be at the expense of suchIndemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Personhas failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonablyconcluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) thenamed parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person andrepresentation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood andagreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonablefees and expenses of more than one separate firm (in addition to any local counsel) for (A) the Agent and its affiliates, directors and officers and its controlpersons, if any, or (B) the Company, its directors, its officers who signed the Registration Statement and its control persons, if any, as the case may be, andthat all such reasonable fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for the Agent and its affiliates, directorsand officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, itsofficers who signed the Registration Statement and its control persons, if any, shall be designated in writing by the Company. The Indemnifying Personshall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgmentfor the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlementor judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatenedproceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by suchIndemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactoryto such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or anyadmission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Notwithstanding the foregoing sentence, if at any time anIndemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated bythis Section 9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) suchsettlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall nothave reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement.

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(d) If the indemnification provided for in Sections 9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in respect ofany losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such IndemnifiedPerson thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) insuch proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering ofthe Shares pursuant to this Agreement and any Terms Agreements or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in suchproportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, andthe Agent, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any otherrelevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Agent, on the other, shall be deemed to be inthe same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to thisAgreement and any Terms Agreements and the total discounts and commissions received by the Agent in connection therewith bear to the aggregate GrossSales Price of such Shares. The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to informationsupplied by the Company, on the one hand, or by Agent, on the other hand, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission.

(e) The Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined bypro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) above. Theamount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d) above shall be deemedto include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action orclaim. Notwithstanding the provisions of this Section 9, in no event shall the Agent be required to contribute any amount in excess of the amount by whichthe total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreementsexceeds the amount of any damages that the Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission oralleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution fromany person who was not guilty of such fraudulent misrepresentation.

(f) The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be availableto any Indemnified Person at law or in equity.

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10. Tax

(a) Transfer duties: The Company agrees to indemnify and hold harmless the Agent, its affiliates (as such term is defined in Rule 501(b)under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever in respect of any stamp duty and (if applicable)stamp duty reserve tax, registration, issuance, transfer, documentary and all other similar taxes and duties wherever imposed, including any related costs,fines, interest and/or penalties (each a “Transfer Duty” and together “Transfer Duties”) which are paid by the Agent or any Affiliate thereof in respect of(i) the creation, issuance or delivery by the Company of the Shares, in the manner contemplated by this Agreement to the Agent through the facilities ofDTC, (ii) the acquisition of the Shares (whether as agent or as principal) pursuant to the arrangements contemplated by this Agreement through thefacilities of DTC, (iii) the initial sale and delivery (including any agreement for sale or delivery) by the Agent of the Shares (whether as agent or asprincipal) in book-entry form within DTC to purchasers thereof, provided that the Company shall not be liable to make a payment under this Section wherethe relevant Transfer Duty arises as a result of any transfer of, or agreement to transfer, the Shares subsequent to any such initial sale or delivery by theAgent to purchasers thereof pursuant to the arrangements contemplated by this Agreement and (iv) the execution and delivery of this Agreement and theconsummation of the transactions contemplated hereby.

(b) VAT: Where a sum (a “Relevant Sum”) is paid or reimbursed to the Agent or any of its Affiliates pursuant to the terms of this Agreement(including under Section 9 (Indemnification) of this Agreement) in respect of any loss, damage, liability, cost, charge or expense and that loss, damage,liability, cost, charge or expense includes an amount in respect of VAT (the “VAT Element”), the Company shall pay an amount to the Agent or Affiliatesthereof in respect of the VAT Element which shall be determined as follows (i) to the extent that the Relevant Sum constitutes for VAT purposes payment orreimbursement of consideration for a supply of goods or services made to the Agent or Affiliate thereof (including where the Agent or Affiliate thereof actsas agent for the Company and is treated as receiving and making a supply in accordance with section 47(3) of the UK Value Added Tax Act 1994), a sumequal to the proportion of the VAT Element that such person determines to be irrecoverable input tax in the hands of the Agent or its Affiliate (or therepresentative member of the VAT group of which the Agent or such Affiliate is a member), that determination is to be conclusive save in the case ofmanifest error; and (ii) to the extent that the Relevant Sum constitutes for VAT purposes the reimbursement of a cost or expense incurred by the Agent orany of its Affiliates as agent for the Company (excluding where the Agent or such Affiliate acts as agent for the Company and is treated as receiving andmaking a supply in accordance with section 47(3) of the UK Value Added Tax Act 1994), a sum equal to the whole of the VAT Element, subject to theAgent or relevant Affiliate using reasonable endeavors to provide the Company with a valid VAT invoice addressed to the Company in respect of thesupply to which the Relevant Sum relates. If the performance by the Agent or any of its Affiliates of any of its obligations under this Agreement shallrepresent for VAT purposes the making by the Agent or such Affiliate (or the representative member of the VAT group of which such person is a member)of any supply of goods or services that is taxable at a positive rate to the Company or any of its Affiliates, the recipient of the supply shall (or, failing that,the Company shall) pay to the Agent or such Affiliate, in addition to the amounts otherwise payable by it to the Agent or such Affiliate pursuant to thisAgreement, an amount equal to the VAT chargeable on such supply, that payment to be made as soon as reasonably practicable following a demand forpayment and in any event within five Business Days of such person requesting the same and against production by the Agent or such Affiliate of a validVAT invoice. For the purposes of this Agreement, “VAT” shall mean any value added tax chargeable within the European Union under or pursuant toCouncil Directive 2006/112/EC, value added tax chargeable within the United Kingdom in accordance with the Value Added Tax Act 1994 and any othersimilar tax, wherever imposed.

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(c) Payments free of deductions and withholdings: All sums payable to any of the Agent or their Affiliates under this Agreement (including,without limitation, any payment arising from a breach of the representation or warranties under this Agreement or any sum payable under Section 9(Indemnification)) shall be paid in full, free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in whichevent the Company (or to the extent relevant, any Affiliate thereof) shall increase the sum payable to such amount as will ensure that the net amountreceived by the Agent or any Affiliate thereof will equal the full amount which would have been received by it had no such deductions or withholdingsbeen made.

(d) Gross up: If any taxing or other authority competent to impose any liability in respect of tax or responsible for the assessment,administration or collection of tax or enforcement of any law in relation to tax (a “Tax Authority”) brings into charge (or into any computation of income,profits or gains for the purposes of any charge) to tax of an Agent or Affiliate thereof any sum payable by or on behalf of the Company under thisAgreement (including in circumstances where any relief is available in respect of such charge to tax) the amount so payable shall be increased by suchamount (the “Gross Up Amount”) as will ensure that after subtraction of the amount of any such charge to tax which arises taking into account any taxcredit or refund attributable to the matters giving rise to such payment (or that would arise but for the availability of any other relief in respect of thatcharge to tax) the payee receives a sum equal to the amount that would have been payable had no such tax been chargeable. This Section shall not apply inrespect of any tax incurred by the relevant Agent or Affiliate thereof on its actual net income, profits or gains in respect of (i) any commissions payableunder this Agreement; or (ii) any discounts received by the Agent or Affiliate thereof with respect to the offering of the Shares pursuant to this Agreementand any Terms Agreement.

(e) Tax Credits: If the Company pays a Gross Up Amount under the paragraph (d) above or an increased sum under the Section entitled“Payments free of deductions and withholdings” and the payee subsequently determines, acting in its absolute discretion (but in good faith), that it hasobtained and utilized a refund of tax or credit against tax in respect of such amount, the payee shall reimburse the Company within a reasonable time withan amount equal to such proportion of that refund or credit as the payee determines (acting in good faith) shall leave it after such reimbursement in noworse position than it would have been in had the tax giving rise to the liability to pay the Gross Up Amount or increased sum under the Section entitled“Payments free of deductions and withholdings” not been chargeable. Nothing in this Section shall oblige the payee to disclose to the Company, nor shallthe Company be entitled to inspect, any of the books and other records of the payee nor shall anything herein prevent the payee from arranging its tax andcommercial affairs in whatever manner it thinks fit and, in particular, the payee shall not be under any obligation to claim credit or relief from or against itscorporate profits or similar liability to tax in respect of the amount of such deduction, withholding or tax as aforesaid in priority to any other reliefsavailable to it.

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11. Notices. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to havebeen duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects ifdelivered or sent to J.P. Morgan Securities LLC, 383 Madison Avenue, 6th Floor, New York, New York 10179, to the attention of Special Equities Group,Stephanie Little (email: [email protected]) and Brett Chalmers (email: [email protected]), and, if to the Company, shall besufficient in all respects if delivered or sent to it Great West House, 17th Floor, Great West Road, Brentford TW8 9DF, London, United Kingdom, attention:Francisco Martinez-Davis (email: [email protected]), with a copy to Irene Maria Hernandez Martin de Arriva (email:[email protected]). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone oremail to Stephanie Little (telephone number: (312) 732-3229; email: [email protected]) or Jemil Salih (telephone number: (212) 622-2723;email: [email protected]) or Ara Movsesian (telephone number: (732) 476-1105; email: [email protected]); and TransactionAcceptances shall be delivered by the Agent to the Company by email to Francisco Martinez-Davis (email: [email protected]).

12. No Fiduciary Relationship. The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arm’s length contractualcounterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection withdetermining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, theAgent is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Companyshall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of thetransactions contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Agent ofthe Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agent andshall not be on behalf of the Company.

13. Adjustments for Stock Splits. The parties acknowledge and agree that all share related numbers contained in this Agreement, any TransactionProposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares.

14. Miscellaneous.

(a) Governing Law. This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to thisAgreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its choiceof law provisions.

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(b) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts inthe Borough of Manhattan in The City and County of New York (the “Specified Courts”) in any suit or proceeding arising out of or relating to thisAgreement or the transactions contemplated hereby (the “Related Proceedings”). The Company waives any objection which it may now or hereafter haveto the laying of venue of any such suit or proceeding in such courts and irrevocably and unconditionally waives and agrees not to plead or claim in anysuch court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company agrees thatfinal judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in anycourt to the jurisdiction of which Company is subject by a suit upon such judgment. The Company irrevocably appoints Atlantica North America LLC,located 850 New Burton Road, Suite 201, Dover, Delaware 19904, United States, as its authorized agent in the Borough of Manhattan in The City of NewYork upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written notice ofsuch service to the Company by the person serving the same to the address provided in this Section 14(b), shall be deemed in every respect effectiveservice of process upon the Company in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent hasaccepted such appointment and has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action asmay be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of four years from the date ofthis Agreement. With respect to any Related Proceeding, the Company irrevocably waives, to the fullest extent permitted by applicable law, all immunity(whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution towhich it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in theSpecified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of anysuch Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign ImmunitiesAct of 1976, as amended

(c) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relatingto this Agreement and any Terms Agreement.

15. Persons Entitled to Benefit of Agreement. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon the partieshereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section 9 hereof. Nothing in this Agreement or any Terms Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claimunder or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. No purchaser of Shares from or throughthe Agent shall be deemed to be a successor merely by reason of purchase.

16. Counterparts. This Agreement and any Terms Agreement may be signed in counterparts (which may include counterparts delivered by anystandard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Electronicsignatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or otherapplicable law will be deemed original signatures for purposes of this Agreement and any Terms Agreement.

42

17. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Agent containedin this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement orany certificate delivered pursuant hereto or thereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect,regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent.

18. Certain Defined Terms. For purposes of this Agreement, except where otherwise expressly provided, the term “affiliate” has the meaning set forthin Rule 405 under Act; the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City;and the term “subsidiary” has the meaning set forth in Rule 405 under the Act.

19. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transferfrom the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will beeffective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement or any Terms Agreement, andany such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that the Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S.Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against the Agent are permitted to beexercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement or any TermsAgreement were governed by the laws of the United States or a state of the United States.

As used in this Section 19:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

43

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, asapplicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) TitleII of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

20. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law

October 26, 2001)), the Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information mayinclude the name and address of its clients, as well as other information that will allow the Agent to properly identify its clients.

21. Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval toany departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto or thereto as the case may be.

22. Headings. The headings herein and in any Terms Agreement are included for convenience of reference only and are not intended to be part of, orto affect the meaning or interpretation of, this Agreement or any Terms Agreement.

[Signature Page Follows]

44

If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for thatpurpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent.

Very truly yours, ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC By: /s/ Francisco Martinez-Davis Name: Francisco Martinez-DavisTitle: Authorized Signatory

Accepted and agreed to as of thedate first above written: J.P. MORGAN SECURITIES LLC By: /s/ Stephanie LittleName: Stephanie LittleTitle: Executive Director

45

Schedule AAuthorized Company Representatives

Each of the following four individuals, acting individually, shall be deemed to be an authorized representative of the Company.

1. Javier Albarracin2. Leire Perez Arregui3. Francisco Martinez-Davis4. Santiago Seage

Exhibit AAtlantica Sustainable Infrastructure plc

Ordinary Shares

TERMS AGREEMENT

_____________, 20__

J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179

Dear Sirs:

Atlantica Sustainable Infrastructure plc, registered in England and Wales with the company number 08818211 and having its registered office atGreat West House (Gw1), Great West Road, Brentford TW8 9DF, London, United Kingdom (the “Company”), proposes, subject to the terms andconditions stated herein and in the Distribution Agreement dated ● (the “Distribution Agreement”) between the Company and J.P. Morgan Securities LLC(the “Agent”), to issue and sell to the Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below,terms defined in the Distribution Agreement shall have the same meanings when used herein.

Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agent, as agent of the Company, of offers topurchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if suchprovisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made asof the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto.

An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in theform heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission.

Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Companyagrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchaseprice set forth in the Schedule hereto.

Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Agent tradingin the Ordinary Shares for Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to thisTerms Agreement.

[Signature Page Follows]

A -2

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement,including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Agent and theCompany. ATLANTICA SUSTAINABLE

INFRASTRUCTURE PLC By: Name: Title:

Accepted and agreed as of the date first above written:

J.P. MORGAN SECURITIES LLC

By: Name: Title:

A -3

Schedule to Terms Agreement

Title of Purchased Securities:Ordinary Shares, nominal value $0.10 per share

Number of Shares of Purchased Securities:

[•] shares

Initial Price to Public:$[•] per share

Purchase Price Payable by the Agent:$[•] per share

Method of and Specified Funds for Payment of Purchase Price:[By wire transfer to a bank account specified by the Company in same day funds.]

Method of Delivery:[To the Agent’s account, or the account of the Agent’s designee, at The Depository Trust Company via DWAC in return for payment of thepurchase price.]

Settlement Date:[•], 20[•]

Closing Location:[•]

Documents to be Delivered:

The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for the PurchasedSecurities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any Permitted Free WritingProspectuses and any amendments or supplements to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectuses and anydocuments incorporated by reference therein): (1) the officer’s certificate referred to in Section 5(a)(i);(2) the opinions and negative assurance letter of the Company’s outside counsel referred to in Section 5(a)(ii);(3) the “comfort” letter referred to in Section 5(a)(iii);(4) the Chief Financial Officer’s certificate referred to in Section 5(a)(iv);(5) the opinion and negative assurance letter referred to in Section 5(b); and(6) such other documents as the Agent shall reasonably request. [Lockup:]

[•]

Time of sale: [•] [a.m./p.m.] (New York City time) on [•], [•] Time of sale information: • The number of shares of Purchased Securities set forth above• The initial price to public set forth above• [Other]

A -4

Exhibit B

ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC

OFFICER’S CERTIFICATE

August 3, 2021

The undersigned, the Chief Financial Officer of Atlantica Sustainable Infrastructure plc, a company registered in England and Wales (the“Company”), pursuant to Section 5(a)(i) of the distribution Agreement, dated as of August 3, 2021 (the “Distribution Agreement”), by and between theCompany and J.P. Morgan Securities LLC, hereby certifies that he is authorized to execute this Officers’ Certificate in the name and on behalf of theCompany. The undersigned also hereby certifies that:

(i) the representations and warranties of the Company in the Distribution Agreement are true and correct;

(ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the DistributionAgreement at or prior to the date hereof;

(iii) there has not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statementor the Prospectus Supplement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs orbusiness prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course ofbusiness; and

(iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or

suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes havebeen instituted or are pending or, to their knowledge, contemplated.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Distribution Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has hereunto set his hands as of the date set forth above.

/s/ Francisco Martinez-Davis Name: Francisco Martinez-Davis Title: Chief Financial Officer

B -1

Exhibit C

ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC

CHIEF FINANCIAL OFFICER CERTIFICATE

August 3, 2021 J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179United States of America

Dear Sirs: Reference is made to the distribution agreement, dated as of August 3, 2021 (the “Distribution Agreement”), by and between Atlantica SustainableInfrastructure plc, a company registered in England and Wales (the “Company”) and J.P. Morgan Securities LLC. Capitalized terms used in this certificate but not otherwise defined herein shall have the meanings given to them in the Distribution Agreement. The undersigned, Francisco Martinez-Davis, Chief Financial Officer of the Company, hereby certifies, in such officer’s capacity as Chief Financial Officerof the Company, and on behalf of the Company and its consolidated subsidiaries (together, the “Group”) that: 1. I have responsibility for the Company’s financial and accounting matters and I am familiar with the accounting, operations, controls and records

systems, including the internal control over the financial reporting, of the Group (the “Company Records”). 2. I have read and supervised the compilation and review of the financial, operating and other data identified by a “circle” on the selected pages from

(a) the Company’s annual report on Form 20-F for the year ended December 31, 2020 (the “Annual Report Circled Information”), (b) theCompany’s report on Form 6-K for the six months ended June 30, 2021 (the “Half Year Report Circled Information”), and (c) the ProspectusSupplement relating to the At the Market Offering, attached hereto as Appendix 1 (the “Identified Information”).

3. The Identified Information is derived from the Company Records and other reliable sources. I have performed, or have supervised and had relevant

members of my staff perform, procedures and adequate controls to verify the accuracy of the Identified Information against the Company Recordsand other reliable sources. Based on this review, to the best of my knowledge, after due and careful inquiry, such Identified Information is correct,complete and accurate and not misleading in any material respect.

The statements made in this certificate are deemed to be true and accurate at the date hereof.

This certificate is being provided to assist J.P. Morgan Securities LLC in conducting their investigation of the Group in connection with the Offering andshall not be used for any other purpose. Notwithstanding the foregoing, each of Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Latham &Watkins(London) LLP are entitled to rely on this certificate in connection with their opinions rendered pursuant to the Distribution Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this certificate has been executed by the Chief Financial Officer on behalf of the Company on the date first written above. ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC /s/ Francisco Martinez-DavisName: Francisco Martinez-DavisTitle: Chief Financial Officer

[Signature Page to Chief Financial Officer Certificate]

APPENDIX 1

Annual Report Circled Information

C -1

Half Year Report Circled Information

C -2

Prospectus Supplement Circled Information

C -3

Exhibit 4.29

EXECUTION VERSION

ATM PLAN LETTER AGREEMENT

August 3, 2021

Algonquin Power & Utilities Corp. (“AQN”)354 Davis Road, Suite 100Oakville, Ontario, L6J 2X1Canada

Attention: Arun Banskota Chief Executive Officer CC: Jennifer Tindale Chief Legal Officer Michael J. Aiello David Avery-Gee Matthew Gilroy Weil, Gotshal & Manges LLP

Dear Mr. Banskota:

Atlantica Sustainable Infrastructure plc (the “Company”) intends to establish an “at-the-market program” for an aggregate offering size of up to$150,000,000 (the “ATM Program”), by which the Company may offer and sell its ordinary shares at any time and from time to time through one or moredesignated sales agents (the “Agent”), through ordinary brokers’ transactions through the NASDAQ Global Select Market (“NASDAQ”) at market prices,in block transactions or as otherwise agreed between the Company and the Agent (each an “ATM Sale”), pursuant to (i) a Distribution Agreement to beentered into with the Agent (the “Distribution Agreement”), (ii) the Company's registration statement on Form F-3 (the “Registration Statement”) and(iii) a related base prospectus and prospectus supplement to be filed with the U.S. Securities and Exchange Commission (together the “Prospectus”).

In connection with the establishment of the above referenced ATM Program, the parties to this letter (this "letter agreement") agree as follows:

1. AQN acknowledges and agrees to the

a. establishment of the ATM Program,

b. each ATM Sale,

c. any related actions in furtherance of the foregoing, and

d. the filing of the Registration Statement and Prospectus, in each case for so long as the ATM Program is in full force and effect,

on condition that the Company agrees that, each of AQN or one or more of its subsidiaries designated by AQN (one or more entities, the“Investor”) collectively (in such proportions or other allocation as determined by AQN) shall have and are hereby granted the right (butnot the obligation) (the “ATM Preemptive Right”), to subscribe in cash, in each case at the per Equity Security subscription price equalto the Catch-up Exercise Price (as defined below), for Equity Securities of the Company up to the amount equal to (i) the total amount ofEquity Securities sold in each respective ATM Sale during the Catch-up Period (as defined below) divided by (ii) 1 minus its PercentageInterest as of the Catch-Up Date (as defined below) immediately prior to such Catch-up Period and multiplied by (iii) its PercentageInterest as of the Catch-up Date immediately prior to such Catch-up Period (such number of Equity Securities, the “Maximum Shares”),as set forth below. For purposes of calculating the Investor’s Percentage Interest under this letter agreement, there shall be added to thenumerator and the denominator any Subscribed Catch-up Shares (as defined below) which the Investor has the right to acquire in respectof previous Catch-up Periods for which the Closing (as defined in the subscription agreement to be executed pursuant to this letteragreement) has not yet occurred (including any Subscribed Catch-up Shares which were not previously acquired in accordance withSection 5). To the extent any Subscribed Catch-up Shares relating to a subscription agreement pursuant to this letter agreement (x) fail tosettle by the closing date in the relevant subscription agreement or (y) such subscription agreement is otherwise terminated, in each case,due to a breach by the Investor, the Investor’s Percentage Interest under this letter agreement shall be adjusted to remove any such sharesfor the purposes of calculating the Investor’s Percentage Interest and the number of Subscribed Catch-up Shares shall be reduced so thatthe Investor is entitled to subscribe for a number of shares resulting in a Percentage Interest no greater than if such shares had not beensubscribed for.

2. In connection with the ATM Preemptive Right, the Company shall:

a. on the earlier of: (i) the date the Company furnishes or files its quarterly or, in the case of the period ending December 31, annualfinancial statements, on Form 6-K or Form 20-F with the U.S. Securities and Exchange Commission, but excluding the financialstatements relating to the quarter ended June 30, 2021 (each a “Cleansing Date”) and (ii) 3 Business Days prior to the relevant MeetingDate (the earlier of (i) and (ii) in each case, a “Catch-up Date”) give the Investor, written notice (the “Catch-up Notice”) of all ATMSales made since the later of the prior Catch-up Date and the date of this letter agreement up to but excluding the relevant Catch-up Date(each such period a “Catch-up Period”). To the extent that no ATM Sales pursuant to the Distribution Agreement are made during theCatch-up Period for any reason, then the Company shall not have any obligation to provide such written notice to the Investor. “MeetingDates” are the dates listed on Schedule I hereto (subject to changes to the Meeting Dates which are notified in writing by AQN to theCompany no less than 5 Business Days prior to the relevant date listed on Schedule I provided that such dates shall be no more than 14calendar days before or after the corresponding month and day listed on Schedule I) and such additional dates provided by AQN to theCompany with respect to any period after December 31, 2022 provided that such dates provided by AQN to the Company with respect toany period after December 31, 2022 shall be no more than 14 calendar days before or after the corresponding month and day from thecorresponding meeting for the year ended December 31, 2022;

b. include in each Catch-up Notice (i) the total number of ordinary shares sold pursuant to the ATM Program during the Catch-up Period(“Total Catch-up Shares”), (ii) the total number of issued and outstanding ordinary shares of the Company immediately prior to, and atthe end of, the relevant Catch-Up Period; (iii) the total amount in U.S. dollars for which the Total Catch-up Shares were sold, beforeapplying any bank or other fees, (“Total Catch-up Amount”), (iv) the average price which shall be calculated by dividing (A) the TotalCatch-up Amount by (B) the Total Catch-up Shares (“Catch-up Exercise Price”), (v) details of any events referred to in Section 2.f.during the relevant Catch-up Period (including the record date) and any adjustments required pursuant to Section 2.f. with respect to anysuch event and (vi) bank account details into which the Investor shall pay the subscription price for the Subscribed Catch-up Shares (asdefined below);

c. include in each Catch-up Notice the date by which the Investor must give the Company written notice of its election to subscribe for allor some of such Equity Shares, which shall be no earlier than the day which is the latest of: (i) seven (7) Business Days from the deliveryof the Catch-up Notice, (ii) four (4) Business Days after the Meeting Date which follows the Catch-up Period which is the subject of theCatch-up Notice and (iii) the relevant Cleansing Date (the latest date, the “Exercise Deadline”);

d. countersign any executed subscription agreement, in the form attached hereto as Exhibit A, delivered in accordance with this letteragreement;

e. ensure that it has sufficient shareholder authority to allot the Maximum Shares to the Investor (in the event the Investor exercises theirATM Preemptive Right), and not issue any Equity Securities unless, following such issuance, the Company will continue to havesufficient shareholder authority to allot the Maximum Shares to the Investor; and

f. not (i) declare or pay any dividends or distributions, (ii) effect any stock splits, reclassifications, reorganizations, mergers, businesscombinations, or similar transactions relating to the Equity Securities of the Company or (iii) issue any ordinary shares pursuant to arights issue or other pre-emptive offering by the Company at a discount to the market price, in each case, between the beginning of anyCatch-up Period and the relevant Closing, unless the Catch-up Exercise Price and the Subscribed Catch-up Shares are adjustedappropriately to provide the Investor with the same effects and benefits (including economic benefits) as if the portion of the SubscribedCatch-up Shares which is equivalent to the portion of Catch-up Shares issued prior to the record date with respect to such event had beenissued prior to the record date with respect to such event.

3. Upon receipt of a Catch-up Notice, the Investor shall provide written notice to the Company if it intends to exercise its ATM Preemptive Right(the “Investor Notice”) and an executed subscription agreement in the form attached hereto as Exhibit A.

a. The Investor Notice shall include (a) the Investor’s Percentage Interest as of immediately prior to the relevant Catch-up Period, (b) thenumber of ordinary shares (if any) the Investor will purchase at the Catch-up Exercise Price (subject to Section 2.f.) (“SubscribedCatch-up Shares”), which shall not exceed a number of ordinary shares equal to the number of Maximum Shares, (c) the name of theInvestor subscribing for such shares, and (d) the date for the Closing for the Subscribed Catch-up Shares which shall be no earlier thanthe third Business Day following the Investor Notice and no later than the later of (x) 180 calendar days following the date the InvestorNotice is delivered provided that such delivery date is prior to January 1, 2023, and (y) the twelfth Business Day following the InvestorNotice.

b. For the avoidance of doubt, if an Investor does not provide an Investor Notice prior to the relevant Exercise Deadline or otherwisedeclines to exercise their ATM Preemptive Right, their ATM Preemptive Right with respect to the relevant Total Catch-up Shares for therelevant Catch-up Period will be immediately terminated.

4. Each party represents and warrants to the other party that:

a. Such party is a company validly existing and duly incorporated, organized and registered under the laws of its jurisdiction ofincorporation;

b. This letter agreement has been duly authorized and executed by it and constitutes a valid and legally binding obligation of it;

c. All necessary consents, authorisations, notifications, actions or other things required to be taken, fulfilled or done by it in accordance withapplicable law (including, without limitation: (i) the obtaining of any consent, approval or license, (ii) the making of any filing orregistration; or (iii) the obtaining of any shareholder approval) for the carrying out of the transactions contemplated by this letteragreement or the performance by it of the terms of this letter agreement, have been obtained or made and are, or will on Closing (asdefined in the subscription agreement to be executed pursuant to this letter agreement) be, in full force and effect;

5. The Company represents and warrants to AQN that as of each Catch-up Date, it is not aware of any material, non-public information with respectto the Company and its subsidiaries that has not been disclosed to AQN. To the extent the Company is unable to make the representations andwarranties in this Section 5, the Company shall notify the Investor in the relevant Catch-up Notice and it shall not be considered a breach of thisletter agreement. If the Company notifies the Investor in the Catch-up Notice that it is unable to make the representations and warranties in thisSection 5 (such notice, the “Original Catch-up Notice”), the Investor may, in its sole discretion, elect to (a) subscribe for the Subscribed Catch-up Shares for the applicable Catch-up Period by the Exercise Deadline in the Catch-up Notice provided that the Investor will make therepresentations in paragraphs 1 and 2 in Schedule 3 of the subscription agreement appended hereto to the Company and acknowledge that theCompany has advised it that the Company is in possession of material, non-public information with respect to the Company that has not beendisclosed to AQN or (b) have the option of subscribing for the Subscribed Catch-up Shares for the applicable Catch-up Period either (i) followingthe next Catch-up Date on which the representations and warranties in this Section 5 can be made by the Company, or (ii) following any Catch-upDate relating to a later Catch-up Period (provided that the Investor will make the representations in paragraphs 1 and 2 in Schedule 3 of thesubscription agreement appended hereto to the Company and acknowledge that the Company has advised it that the Company is in possession ofmaterial, non-public information with respect to the Company that has not been disclosed to AQN), in each case, at the Catch-up Exercise Price inthe Original Catch-up Notice (i.e., for the Catch-up Period immediately preceding such notice).

6. The parties to this letter agreement agree that this letter agreement is not in breach of the Shareholders Agreement, dated as of 5 March 2018, byand among AQN and Abengoa-Algonquin Global Energy Solution B.V. (“AAGES”) and the Company, as amended from time to time (the“Shareholders Agreement"). Further, the parties to this letter agreement acknowledge that for the purpose of determining any pre-emptive rightsof AQN and AAGES under the Shareholders Agreement, the calculation of Percentage Interest in connection with such pre-emptive rights shall beadjusted as follows: (a) the denominator shall be decreased by the number of shares issued under the ATM Program with respect to which theInvestor has not yet had the opportunity to deliver an Investor Notice, and (b) the numerator and the denominator shall be increased by anySubscribed Catch-up Shares for which the Closing has not yet occurred. AQN further agrees that it will not directly or indirectly take action, norentice AAGES, to assert a breach of the Shareholders Agreement by the Company with respect to the ATM Program subject to the Company’scompliance with the terms of this letter agreement. AQN shall use best efforts to cause AAGES to sign a joinder to Section 6 of this letteragreement prior to the delivery of any Investor Notice. The parties agree that the second sentence of this paragraph 6 is for the benefit of theparties and AAGES and is enforceable by AAGES in accordance with the Contracts (Rights of Third Parties) Act 1999.

7. Except as otherwise provided in this letter agreement, any notice, demand or other communication to be served under this letter agreement shall bein writing and shall be served upon any party hereto only by email.

A notice or demand served by email shall be deemed to have been given two hours following dispatch unless evidence of receipt is receivedearlier (other than by an automated reply generated in response to such e-mail), save that if it is delivered later than 5.00 p.m. Eastern Time on aBusiness Day or at any time on a day which is not a Business Day, it shall be deemed to have been given at 8.00 a.m. Eastern Time on the nextBusiness Day, provided in each case that no undeliverable or e-mail bounce back message is received.

All notices, demands or other communications given under this letter agreement shall be given to the following email addresses:

If to the Company:

For the attention of: Francisco Martinez-DavisEmail: [email protected]

If to AQN:

For the attention of: Chief Legal OfficerEmail: [email protected]

with copies to: [email protected]

and copies (which shall not constitute notice) to: [email protected] and [email protected]

8. The provisions of Article 10 (other than Sections 10.1 and 10.10) of the Shareholders Agreement shall apply to this letter agreement mutatismutandis. Capitalized terms used but not defined herein have the meanings set forth in the Shareholders Agreement.

(signatures follow)

Very truly yours,

ATLANTICA SUSTAINABLEINFRASTRUCTURE PLC

By: /s/ Santiago Seage Name: Santiago Seage Title: Director and CEO

ACKNOWLEDGED AND AGREED: ALGONQUIN POWER & UTILITIES CORP. By: /s/ Arun BanskotaName: Arun BanskotaTitle: President & CEO

By: /s/ Arthur KacprzakName: Arthur KacprzakTitle: Chief Financial Officer

Schedule I

MEETING DATES • Third Quarter 2021

• November 11 • Fourth Quarter 2021

• March 3 • First Quarter 2022

• May 12 • Second Quarter 2022

• August 11 • Third Quarter 2022

• November 10

EXHIBIT A

ATLANTICA SUSTAINABLE INFRASTRUCTURE PLCas the Company

and

[●]

SUBSCRIPTION AGREEMENTRELATING TO ORDINARY SHARES IN ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC

THIS AGREEMENT is made on [●] BETWEEN: (1) ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC, a company incorporated under the laws of England and Wales with registered

number 08818211, whose registered office is at Great West House (Gw1), Great West Road, Brentford, Middlesex, Greater London TW8 9DF,United Kingdom (the “Company”); and

(2) [●] (the “Investor”). The parties sub (1) and (2) above are hereinafter referred to as the “Parties” and each individually as a “Party”. WHEREAS: (A) Algonquin Power & Utilities Corp. (“AQN”), an affiliate of the Investor has acknowledged and agreed to the terms of the ATM Plan Letter

Agreement dated [●], 2021 (the “ATM Plan Letter Agreement”). (B) Pursuant to the ATM Plan Letter Agreement, on [●], the Company delivered a Catch-up Notice (as defined in the ATM Plan Letter Agreement) to

the Investor in relation to the applicable Catch-up Period (as defined in the ATM Plan Letter Agreement). (C) The Investor has expressed its intention to exercise its ATM Preemptive Right (as defined in the ATM Plan Letter Agreement) by written notice

delivered to the Company on [●] (the “Investor Notice”). Consequently, the Investor wishes to subscribe for the Subscribed Catch-up Shares (asdefined below) for an aggregate amount of US$ [●], subject to adjustment as set forth in this Agreement.

(D) The Company will issue the Subscribed Catch-up Shares to a nominee (the “Computershare Nominee”) of the Company’s depositary,

Computershare Trustees (Jersey) Limited (the “Depositary”), which will issue depositary receipts to the Investor on the terms and subject to theconditions set forth in this Agreement.

NOW IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions

“AAGES” shall mean AAGES (AY Holdings) B.V.

“Account” has the meaning given to it in Section 2.3.2(i).

“Affiliate” shall have the same meaning as in the Shareholders Agreement.

“Agent” has the meaning given to it in Section 11.3.1.

“Agreement” shall mean this subscription agreement.

“AQN” has the meaning given to it in Recital (A) of this Agreement.

“AQN Parties” has the meaning given to it in Section 5.1.2.

“ATM Plan Letter Agreement” has the meaning given to it in Recital (A) of this Agreement.

“Business Day” shall mean a day which is not a Saturday, a Sunday or bank or other official public holiday in Toronto, Canada, New York, UnitedStates, Madrid, Spain or London, United Kingdom.

“Catch-up Notice” has the meaning given to it in Recital (B) of this Agreement.

“Catch-up Period” has the meaning given to it in Recital (B) of this Agreement.

“Catch-up Price” shall mean the amount set forth in Recital (C) of this Agreement and shall be calculated as follows, subject to adjustment inaccordance with Section 2.7: (a) the Catch-up Exercise Price (as defined in the ATM Plan Letter Agreement as may be adjusted pursuant toSection 2(f) therein) multiplied by (b) the Subscribed Catch-up Shares, in each case, as indicated in the Catch-up Notice.

“Closing” shall mean the closing of the transactions contemplated by this Agreement.

“Closing Date” shall mean following satisfaction of the conditions set forth in Section 3, the date on which the Company is in receipt of theCatch-up Price from the Investor and issues the Subscribed Catch-up Shares to the Investor, such date being [●], unless otherwise mutually agreedto in writing by the Parties.

“Computershare Nominee” has the meaning given to it in Recital (D) of this Agreement.

“Depositary” has the meaning given to it in Recital (D) of this Agreement.

“Depositary Receipts” has the meaning given to it in Section 2.2.

“Depositary Services Agreement” shall mean the depositary services agreement dated 22 May 2019, as amended on December 11, 2020,between the Company, AAGES and the Depositary.

“Depositary Trust Instrument” shall mean the trust instrument in respect of the Company’s depositary receipts dated 12 June 2014.

“DSA Amendment Agreement” means an amendment agreement to the Depositary Services Agreement, in a form agreed between the Company,AQN and the Depositary, proposed to be entered into by the Company, AAGES and the Depositary prior to the Closing Date which amends theDepositary Services Agreement; provided that if the Investor is not AAGES, the DSA Amendment Agreement shall be an agreement between theCompany, the Investor and the Depositary to be entered into prior to the Closing Date, amending the Depositary Services Agreement or anotheragreement appropriate for the transactions contemplated by this Agreement and on similar terms to the Depositary Services Agreement.

“Encumbrance” means any security interest, mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, right of pre-emption,“put” or “call” rights, exchangeable or convertible securities, assignment by way of security or trust arrangement for the purpose of providingsecurity or other security interest of any kind (including any retention arrangement), or any agreement to create any of the foregoing.

“Material Adverse Effect” shall mean any change, effect, event, occurrence, state of facts, circumstance or development that, individually or inthe aggregate, has had or will have a material adverse effect on the business, financial condition or results of operations of the Company and itssubsidiaries, taken as a whole; provided, however, that any such change or effect caused by or resulting from any of the following shall not beconsidered, and shall not be taken into account in determining the existence of, a “Material Adverse Effect”: (i) conditions affecting the globaleconomy or the financial, geopolitical, credit, commodities or capital markets as a whole, or generally affecting the industries in which theCompany and its subsidiaries conducts its business; (ii) any change in or adoption of, any applicable laws, IFRS or GAAP; (iii) the occurrence orthe escalation of any hostilities, military or terrorist attack (other than a cyberattack) or other force majeure events; (iv) earthquakes, hurricanes,tornadoes, floods or other natural disasters; (v) any actions of or incidents resulting from the actions of AQN or affiliates (other than the Companyand its subsidiaries); or (vi) the effect of any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic or any measures takenby governmental agencies in response thereto), which occurs after the date of this Agreement.

“Ordinary Shares” shall mean ordinary shares with a par value of US$ 0.10 each in the capital of the Company.

“Shareholders Agreement” shall mean the Shareholders Agreement by and among AQN, Abengoa-Algonquin Global Energy Solutions B.V. andthe Company, dated as of 5 March 2018, as supplemented and amended from time to time.

“Subscribed Catch-up Shares” has the meaning given to it in Article 2.1 of this Agreement and as specified in the Investor Notice.

“Transfer Taxes” has the meaning given to it in Section 5.1.2. 1.2 Interpretation 1.2.1 The titles and headings included in this Agreement are for convenience only and shall not be taken into account in the interpretation of the

provisions of this Agreement. 1.2.2 The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “herewith” and words of similar import shall refer to this Agreement as a whole

and not to any particular Article, paragraph or other subdivision. 1.2.3 All periods of time set out in this Agreement shall be calculated from midnight to midnight. They shall start on the day following the day on which

the event triggering the relevant period of time has occurred. The expiration date shall be included in the period of time. If the expiration date isnot a Business Day, it shall be postponed until the next Business Day. Unless otherwise provided herein, all periods of time shall be calculated incalendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when thetriggering event has occurred until the eve of the same day in the following month(s) (or year(s)).

1.2.4 “after-tax basis” means that where a payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be

increased as to ensure that after taking into account:

a. any tax chargeable (or which would be chargeable but for the availability of any relief) on such amount; and

b. any relief which is available to the recipient of the indemnity payment in respect of the loss, damage, cost, charge, expense or liability inrespect of which the payment is made to such person,

the recipient of the payment is in the same position as they would have been if the matter giving rise to the payment obligation had notoccurred.

2. SHARE SUBSCRIPTION 2.1 The Investor hereby applies for the issue to the Computershare Nominee at Closing of [●] Ordinary Shares (the “Subscribed Catch-up Shares”),

to be credited as fully paid, in consideration of the payment by the Investor to the Company of the Catch-up Price, and the Company agrees toallot and issue the Subscribed Catch-up Shares in accordance with the terms of this Agreement.

2.2 As soon as practicable after the date of this Agreement and in any event prior to Closing, the Investor and the Company shall enter into the DSA

Amendment Agreement providing for the issue of depositary receipts representing the Subscribed Catch-Up Shares (the “Depositary Receipts”)to Investor's broker(s) (such broker(s) as designated by the Investor to the Company in writing at least three (3) Business Days prior to theClosing, the “Brokers”) in their capacity as custodian(s) for the Investor.

2.3 The Parties will work together to seek to ensure that the allotment and issuance of the Subscribed Catch-Up Shares are structured in a manner

intended to ensure that neither (a) the issue of the Subscribed Catch-Up Shares to the Computershare Nominee as custodian, nor (b) anysubsequent transfer of those shares from the Computershare Nominee to Cede & Co, as nominee of The Depositary Trust Company, are subject tostamp duty or stamp duty reserve tax in the United Kingdom.

2.4 The Investor shall deliver to the Company a duly executed copy of the voting power of attorney in the form attached as Schedule 2 hereto (for the

total number of shares of the Company in excess of the 41.5% being held in aggregate by AQN and its affiliates) prior to the Closing Date. 2.5 Rights attaching to the ordinary shares

The Subscribed Catch-Up Shares shall be identical and rank pari passu in all respects with the existing issued Ordinary Shares including, withoutlimitation, the right to receive any dividend whose record date falls at or after the Closing Date.

2.6 Closing

2.3.1 The Closing shall occur on the Closing Date.

2.3.2 On the Closing Date:

(i) the Investor shall pay the full Catch-up Price in U.S. dollars to the U.S. dollar-denominated bank account in the Company’s namewith the bank account information communicated by the Company to the Investor at least three (3) Business Days prior to Closing(the “Account”). Any bank charges, costs and expenses relating to this payment shall be borne by the Investor; and

(ii) promptly following receipt of the Catch-Up Price:

(a) the Company will allot and issue the Subscribed Catch-up Shares to the Computershare Nominee, on behalf of theInvestor, credited as fully paid;

(b) the Company will instruct, and the Investor will cause the Broker(s) to instruct, the Depositary to issue the Depositary

Receipts to the Broker(s) in their capacity as custodian(s) for the Investor; and

(c) the Investor shall cause the Brokers to accept the Depositary Receipts. 2.7 The Company acknowledges and agrees that the acquisition of Subscribed Catch-up Shares and/or Depositary Receipts pursuant to this Agreement

is permitted pursuant to clause 2.1(a)(iii) of the Enhanced Cooperation Agreement and, accordingly, shall not be a breach of clause 4.1 of theShareholders Agreement.

2.8 If between the date of this Agreement and the Closing, (i) the Company declares or pays any dividends or distributions, (ii) there are any stock

splits, reclassifications, reorganizations, mergers, business combinations, or similar transactions relating to the Equity Securities of the Companyor (iii) the Company issues any ordinary shares pursuant to a rights issue or other pre-emptive offering by the Company at a discount to the marketprice, the Catch-up Price and the Subscribed Catch-up Shares shall be adjusted appropriately to provide the Investor with the same effects andbenefits (including economic benefits) as if the Subscribed Catch-up Shares had been issued prior to the record date with respect to such event.

3. CONDITIONS PRECEDENT 3.1 The mutual obligations of the Company and the Investor under this Agreement are conditional upon the DSA Amendment Agreement having been

entered into by the parties thereto prior to the Closing Date; provided that the Company and the Investor shall use their best efforts to satisfy thiscondition.

3.2 The obligations of the Company under this Agreement are conditional upon the satisfaction by the Investor or waiver by the Company of the

following conditions:

(a) the representations and warranties of the Investor set forth in Section 4 being true and accurate in all material respects as of the date ofthis Agreement and the Closing Date (by reference to the facts and circumstances then subsisting) and the Company shall have received acertificate signed by an authorized officer of the Investor in the form set out in Schedule 1 hereto, certifying as to the satisfaction of suchcondition; and

(b) the Investor having delivered to the Company a duly executed copy of the voting power of attorney in the form attached as Schedule 2

hereto (for the total number of shares of the Company in excess of 41.5% being held in aggregate by AQN and its Affiliates) prior to theClosing Date.

3.3 The obligations of the Investor under this Agreement are conditional upon the satisfaction by the Company or waiver by the Investor of the

following condition: the representations and warranties of the Company set forth in Section 4 being true and accurate in all material respects as ofthe date of this Agreement and the Closing Date (by reference to the facts and circumstances then subsisting) and the Investor shall have receiveda certificate signed by an authorized officer of the Company in the form set out in Schedule 1 hereto, certifying as to the satisfaction of suchcondition.

4. REPRESENTATIONS AND WARRANTIES 4.1 Each Party represents and warrants to the other on the date of this Agreement and at the Closing that: 4.1.1 Existence. Such Party is a company validly existing and duly incorporated, organised and registered under the law of its jurisdiction of

incorporation. 4.1.2 Validity of the Agreement. This Agreement has been duly authorized and executed by it and constitutes a valid and legally binding obligation of

it. 4.1.3 Consents. All necessary consents, authorisations, notifications, actions or other things required to be taken, fulfilled or done by it in accordance

with applicable law (including without limitation: (i) the obtaining of any consent or license, (ii) the making of any filing or registration; or (iii)the obtaining of any shareholder approval) for: (1) the subscription of the Subscribed Catch-Up Shares pursuant to this Agreement, (2) thecarrying out of the other transactions contemplated by this Agreement or the performance by it of the terms of this Agreement, have been obtainedor made and are, or will on Closing be, in full force and effect.

4.2 The Investor represents, warrants, agrees and acknowledges to the Company the representations and warranties set out in Schedule 3, as of the

date of this Agreement and as of the Closing Date, by reference to the facts and circumstances then subsisting. 4.3 The Company represents and warrants, agrees and acknowledges to the Investor the following as at of the date of this Agreement and as of the

Closing Date, by reference to the facts and circumstances then subsisting: 4.3.1 The Subscribed Catch-Up Shares shall be identical and rank pari passu in all respects with the existing issued Ordinary Shares including, without

limitation, the right to receive any dividend whose record date falls at or after the Closing Date. 4.3.2 The Subscribed Catch-Up Shares on the Closing Date shall be free from any Encumbrance, fully paid up and shall have been validly authorised

and issued and shall not be subject to pre-emptive or other similar rights of any securityholder of the Company, in each case in accordance withapplicable laws and the Company’s articles.

4.3.3 The Ordinary Shares and, as of the Closing Date, the Subscribed Catch-up Shares, are listed on the Nasdaq National Market. 4.3.4 (a) From the date of the ATM Plan Letter Agreement through the date of this Agreement, there has not been any Material Adverse Effect, other

than as publicly disclosed and (b) since the date of this Agreement, there has not been any Material Adverse Effect. 4.3.5 The Company is not aware of any material, non-public information with respect to the Company and its subsidiaries that has not been disclosed to

the Investor. 5. COSTS – EXPENSES 5.1.1 Each Party shall bear its own costs and expenses (including legal and other advisory fees) incurred in connection with the preparation of this

Agreement, and all related agreements and transactions. The Investor shall bear the costs and expenses of Computershare and its legal counsel, inconnection with the subscription for, and issuance of, the Subscribed Catch-up Shares pursuant to this Agreement, to the extent the Company isliable for such costs and expenses.

5.1.2 Subject to clause 5.1.3 below, the Company shall be solely responsible for, and shall indemnify each of AQN and any of its Affiliates (the “AQNParties”) on an after-tax basis against all United Kingdom stamp duty and/or stamp duty reserve tax, or amounts in respect of United Kingdomstamp duty and/or stamp duty reserve tax, which is required to be paid by any of the AQN Parties to any person (including, for the avoidance ofdoubt, under the Depositary Services Agreement or the Depositary Trust Instrument) in connection with the execution, performance orenforcement of this Agreement and transactions contemplated hereunder, including, without limitation, the grant of any rights under thisAgreement, the issue and allotment of the Subscribed Catch-Up Shares and/or the issue and acceptance of Depositary Receipts to/by the Investorpursuant to, or contemplated by, this Agreement; and any related interest, penalties, surcharges, fines and additions in respect thereof (“TransferTaxes”), provided that the Company shall not be liable under this clause 5.1.2 for any Transfer Taxes:

5.1.2.1 if and to the extent that they arise as a result of any transfers of, or agreements to transfer, the Subscribed Catch-Up Shares; 5.1.2.2 payable under sections 67, 70, 93 or 96 of the Finance Act 1986 save in relation to:

(a) the allotment and issue of the Subscribed Catch-Up Shares; or

(b) in respect of section 93 only, the issue of the Depositary Receipts to the Investor,

in each case pursuant to, or contemplated by, this Agreement; 5.1.2.3 to the extent they consist of any interest, penalties, surcharges, fines or additions that are attributable to the unreasonable delay by the AQN

Parties or their agents; or 5.1.2.4 to the extent the AQN Parties have already been paid or reimbursed for such Transfer Taxes. 5.1.3 The Company shall have no greater liability under Clause 5.1.2 above in indemnifying any Affiliate of AQN than it would have if it were liable to

indemnify AQN or AAGES for the relevant Transfer Taxes. 6. NO ASSIGNMENT

Except with the prior written consent of the other Party, neither of the Parties hereto shall be entitled to transfer or assign any of its rights or obligationsunder this Agreement, provided, however, that the Investor may freely assign and novate its rights and obligations to any of its Affiliates. 7. SPECIFIC PERFORMANCE The Parties acknowledge and agree that damages would not be an adequate remedy for any breach of the provisions of this Agreement and accordinglyeach Party shall, without prejudice to any other rights or remedies which it may have, be entitled without proof of special damage to the remedies ofinjunction, specific performance and other equitable relief, or any combination of these remedies, for any threatened or actual breach of the provisions ofthis Agreement. 8. SEVERABILITY 8.1 If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, then such provision

or part of it shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shallnot be affected.

8.2 In such case, each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision that is as close as possible tothe original intention of the Parties and has the same or as similar as possible economic effect.

9. NOTICES 9.1 Except as otherwise provided in this Agreement, any notice, demand or other communication to be served under this Agreement shall be in

writing and shall be served upon any Party only by email. 9.2 A notice or demand served by email shall be deemed to have been given two hours following dispatch unless evidence of receipt is received

earlier (other than by an automated reply generated in response to such e-mail), save that if it is delivered later than 5.00 p.m. Eastern Time on aBusiness Day or at any time on a day which is not a Business Day, it shall be deemed to have been given at 8.00 a.m. Eastern Time on the nextBusiness Day, provided in each case that no undeliverable or e-mail bounce back message is received.

9.3 All notices, demands or other communications given under this letter agreement shall be given to the following email addresses:

If to the Company:

For the attention of: Francisco Martinez-DavisEmail: [email protected]

If to the Investor:

For the attention of: Chief Legal OfficerEmail: [email protected]

with copies to: [email protected]

and copies (which shall not constitute notice) to: [email protected] and [email protected] 10. MISCELLANEOUS Sections 10.3 to 10.5 and 10.12 of the Shareholders Agreement shall apply to this Agreement, mutatis mutandis, as if they had been fully set forth herein. 11. GOVERNING LAW AND JURISDICTION 11.1 Governing Law

Section 10.13 of the Shareholders Agreement shall apply to this Agreement, mutatis, mutandis, as if it had been fully set forth herein. 11.2 Jurisdiction

Section 10.14 of the Shareholders Agreement shall apply to this Agreement, mutatis mutandis, as if it had been fully set forth herein.

11.3 Process Agent 11.3.1 The Investor shall appoint an agent in England for seven (7) years following the Closing Date for service of process and any other documents in

proceedings in connection with this Agreement (the “Agent”), whether the proceedings are in England or elsewhere, within fourteen (14) BusinessDays following the date of this Agreement.

11.3.2 The Investor shall notify the Company in writing as soon as reasonably practicable once the Agent is appointed as well as any change thereof. 11.3.3 Any claim form, judgment or other notice of legal process shall be sufficiently served on the Investor if delivered to the Agent at the address

notified to the Company pursuant to Section 11.3.2 above. 11.3.4 If for any reason the Agent appointed by the Investor at any time ceases to act as such prior to the end of the 7th year following the Closing Date,

the Investor shall promptly appoint another such Agent and promptly notify the Company of the appointment and the new Agent’s name andaddress.

11.3.5 If the Investor does not appoint an Agent within fourteen (14) Business Days following the date of this Agreement or does not appoint a

replacement Agent pursuant to Section 11.3.4 above within seven (7) Business Days of such cessation, then the Company can make suchappointment on behalf of, and at the expense of, the Investor and if it does so, it shall promptly notify the Investor of the new Agent’s name andaddress.

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF this Subscription Agreement has been duly executed under hand by the Company and the Investor or its duly authorisedattorney the day and the year first written above.

SIGNED by ) ) for and on behalf of ) ATLANTICA SUSTAINABLE )INFRASTRUCTURE PLC )

SIGNED by ) )for and on behalf of ) [●] )

SCHEDULE 1

FORM OF CERTIFICATE

[Date]

This officer’s certificate is being delivered by [the Company][AQN party] pursuant to Section [3.2(a)][3.3] of that certain Subscription Agreement (the“Agreement”), dated as of [●], 2021, by and between Atlantica Sustainable Infrastructure plc (“the Company”) and [●] (“AQN party”). Capitalized termsused herein but not otherwise defined shall have the meanings attributed to them in the Agreement. The undersigned, as a duly authorized officer of [the Company][AQN party], solely in his or her capacity as such, hereby certifies to [the Company][AQNparty] that the representations and warranties of [the Company][ AQN party] set forth in Section 4 of the Agreement are true and correct in all materialrespects as of as of the date of the Agreement and on the Closing Date (by reference to the facts and circumstances then subsisting) (other thanrepresentations and warranties that are made as of a specific date which representations and warranties are true and correct as of such date). The undersigned has executed this certificate solely in his or her capacity as a duly authorized officer of [the Company][AQN party] as of the date set forthabove.

SCHEDULE 2

VOTING POWER OF ATTORNEY

ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC(the “Company”)

VOTING POWER OF ATTORNEY

[Insert date] We hereby appoint the Chairman of the Related Party Committee as our true and lawful attorney (the “Attorney”) pursuant to the Powers of Attorney Act1971 (the “Act”) with authority on our behalf and in our name to do each of the following things in respect of [total number of shares in excess of 41.5%]ordinary shares in the Company of which we are, or we (or any of our affiliates) agreed to become, the beneficial owner (the “Designated Shares”): (i) to the extent that we are the registered holder of the Designated Shares, to irrevocably appoint the person acting as chairman of any general

meeting of the Company as our proxy to exercise our rights to attend, speak and vote as set out below at each general meeting of the Company inrespect of the Designated Shares; and

(ii) to the extent that we are not the registered holder of the Designated Shares, to instruct the registered holder of such Designated Shares and, if

applicable, to instruct the broker in whose account such Designated Shares are held to require such registered holder, to irrevocably appoint theperson acting as chairman of any general meeting of the Company as its proxy to exercise its rights to attend, speak and vote as set out below ateach general meeting of the Company in respect of the Designated Shares.

The Attorney shall direct, or, if applicable, shall instruct the broker in whose account the Designated Shares are held to direct, the registered holder of theDesignated Shares to instruct the person acting as chairman of any general meeting of the Company (using a form of proxy approved by the Board ofDirectors of the Company for such purpose) to vote all Designated Shares on the resolutions proposed at each general meeting of the Company (and anyother business which may properly come before the meeting) “For” or “Against” in a manner which reflects the proportion of “For” and “Against” votescast on each resolution proposed at that general meeting (other than the votes cast in respect of ordinary shares in the Company beneficially owned by us orany of our affiliates). This power of attorney may only be revoked upon written notice to this effect delivered to the Attorney by us and the Company, but is otherwiseirrevocable. However, in accordance with section 5 of the Act, if this power of attorney is revoked and a person, without knowledge of the revocation, dealswith the Attorney, the transaction between them shall, in favour of that person, be as valid as if the power had then been in existence. We and the Companyhereby agree and hereby notify you that the Power of Attorney dated [date of most recent Power of Attorney] granted to the Attorney with respect to[number of shares subject to most recent Power of Attorney] ordinary shares in the capital of the Company is hereby revoked (the “Revocation”). We agree and acknowledge that no person or corporation having dealings with the Attorney under this power of attorney shall be under any obligation tomake any enquiries as to whether the power to act hereunder has arisen and all voting of Designated Shares done in the lawful and proper exercise of anypower conferred by this deed shall be valid and binding upon it.

This power of attorney shall be enforceable by the Attorney pursuant to the Contracts (Rights of Third Parties) Act 1999. Except as set out in the precedingsentence, we do not intend that any term of this power of attorney should be enforceable by any person who is not the Attorney by virtue of the Contracts(Rights of Third Parties) Act 1999 or otherwise. This power of attorney and any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of or in connection withit or its subject matter shall be governed by, and construed in accordance with, English law. We irrevocably agree to submit to the exclusive jurisdiction ofthe courts of England to settle any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of or in connectionwith this power of attorney or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance ortermination of this power of attorney) and that accordingly any proceedings be brought in such courts. IN WITNESS WHEREOF this document has been executed as a deed and is delivered and takes effect on the date first above written. EXECUTED as a DEED byAAGES (AY Holdings) B.V., a private company withlimited liability incorporated under the laws of theNetherlands, acting by:

Authorised signatory

and Authorised signatory

, being persons who, in accordance with thelaws of that territory are acting under theauthority of the company

Executed on behalf of the Company for the purposes of notifying the Revocation only:

By: Name: Title:

SCHEDULE 3

INVESTOR WARRANTIES 1. The Investor and any accounts for which it is acting are each able to fend for itself or themselves, as applicable, in the transactions contemplated

herein; have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospectiveinvestment in the Subscribed Catch-up Shares; and has the ability to bear the economic risks of its prospective investment and can afford thecomplete loss of such investment.

2. (a) The Investor has conducted such investigation as it deems necessary to making its investment decision in the Company and the Subscribed

Catch-up Shares and it has not relied on any statements or information provided by the Company concerning the Company or the SubscribedCatch-up Shares or the offer and sale of the Subscribed Catch-up Shares, (b) the Investor has received a copy of the preliminary prospectussupplement dated 3 August 2021, as supplemented and amended from time to time, including the information incorporated by reference thereto,(c) it has been offered the opportunity to ask questions of the Company and received answers thereto, as it deemed necessary in connection with itsdecision to purchase the Subscribed Catch-up Shares, and (d) it has made its own assessment and has satisfied itself concerning the relevant tax,legal, regulatory, financial, economic and other considerations relevant to its investment in the Subscribed Catch-up Shares.

3. The Investor is not a “U.S. person” as defined in Regulation S under the U.S. Securities Act of 1933, as amended (a “U.S. person”) or acquiring

the Subscribed Catch-up Shares for the account or benefit of a U.S. person. 4. The Investor (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to

acquire the Subscribed Catch-up Shares and to perform its obligations in relation thereto (including, without limitation, in the case of any personon whose behalf it is are acting, all necessary consents and authorities to agree to the terms set out or referred to in this Agreement).

5. The Investor is in compliance with all applicable laws (including, to the extent applicable, all relevant provisions of the Financial Services and

Markets Act 2000 in the UK) with respect to the acquisition of the Subscribed Catch-up Shares.

EXHIBIT 5.1

[Letter head of Skadden, Arps, Slate, Meagher & Flom (UK) LLP]

3 August 2021

Atlantica Sustainable Infrastructure plcGreat West HouseGW1, 17th floorGreat West RoadBrentford TW8 9DFUnited Kingdom

Dear Sirs,

Atlantica Sustainable Infrastructure plc – Prospectus Supplement – Exhibit 5.1

1. We have acted as special English legal advisers for Atlantica Sustainable Infrastructure plc, a public company with limited liability incorporatedunder the laws of England and Wales (the “Company”), in connection with the preparation, and filing with the U.S. Securities and ExchangeCommission (the “Commission”), of a prospectus supplement dated 3 August 2021 (the “Prospectus Supplement”) to a registration statement onForm F-3 of the Company (File No. 333-258395) (the “Registration Statement”) relating to the Company’s ordinary shares, nominal value $0.10per share (the “Ordinary Shares”) filed on 3 August 2021 with the Commission under the Securities Act of 1933, as amended (the “SecuritiesAct”). Pursuant to the terms of a distribution agreement dated 3 August 2021 (the “Distribution Agreement”) between the Company and J.P.Morgan Securities LLC (“JPM”), the Company has agreed to issue and allot to or through JPM new Ordinary Shares having an aggregate offeringprice of up to $150,000,000 (the “Offered Shares”) in the manner and subject to the terms and conditions in the Distribution Agreement.

2. This opinion is delivered to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. 3. For the purposes of giving this opinion, we have examined the following documents:

(a) a copy of the Registration Statement;

(b) a copy of the Prospectus Supplement;

(c) a copy of the executed Distribution Agreement;

SKADDEN, ARPS, SLATE, MEAGHER & FLOM (UK) LLP, A LIMITED LIABILITY PARTNERSHIP REGISTERED UNDER THE LAWS OF THESTATE OF DELAWARE, IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY UNDER REFERENCE NUMBER 80014.

A LIST OF THE FIRM’S PARTNERS IS OPEN TO INSPECTION AT THE ABOVE ADDRESS.

(d) an executed copy of a certificate signed by the Secretary of the Company dated the date of this opinion and the documents attached thereto(the “Certificate”);

(e) a copy of the original certificate of incorporation, certificate of incorporation on change of name and the certificate of re-registration as a

public company of the Company, in the form attached to the Certificate;

(f) a copy of the memorandum and articles of association of the Company adopted on 13 June 2014 as amended on 8 May 2015, 11 May 2016and 11 May 2018, in the form attached to the Certificate (the “Articles”);

(g) a copy of the minutes of a meeting of the Board of Directors of the Company held on 30 July 2021, in the form attached to the Certificate;

and

(h) a copy of the resolutions of the shareholders of the Company dated 4 May 2021, in the form attached to the Certificate,

(together, the “Documents”) and such other documents and made such searches and considered such facts as we consider appropriate for thepurpose of this opinion. We express an opinion in respect of the Company and the issue of the Offered Shares only as expressly specified in thisopinion. We express no opinion as to any agreement, instrument or document other than the Documents and then only as expressly specified in thisletter.

4. This opinion is limited to English law as currently applied by the English courts and is given on the basis that it will be governed by and construed inaccordance with English law in force on the date of this opinion. Accordingly, we express no opinion with regard to any other system of law. Inparticular, we express no opinion as to whether English law is consistent with the laws of the European Union, to the extent relevant on the date ofthis opinion. To the extent that the laws of any other jurisdiction (or the laws of the European Union) may be relevant, we express no opinion as tosuch laws, we have made no investigation thereof, and our opinion is subject to the effect of such laws. It should be understood that we have notbeen responsible for investigating or verifying the accuracy of any facts or the reasonableness of any statement of opinion or intention contained inor relevant to any Document.

Assumptions

5. In considering the Documents and for the purpose of rendering this opinion we have with your consent assumed without investigation orverification:

(a) the genuineness of all signatures (including electronic signatures) on, and the authenticity and completeness of, all documents submitted to

us, the conformity to original documents of all documents submitted to us as certified, electronic, photostatic or facsimile copies and theauthenticity of the originals of such latter documents;

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(b) that the copy of the executed Distribution Agreement presented to us is an accurate copy of the Distribution Agreement in the form it existedwhen it was executed;

(c) that there is no agreement or arrangement which modifies, supersedes or is inconsistent with any Document;

(d) that each of the statements contained in the Certificate is true and correct as at the date of this opinion;

(e) the minutes and resolutions referred to in paragraphs 3(g) and 3(h) were validly passed and remain in full force and effect without

modification;

(f) that the Distribution Agreement constitutes valid and binding obligations of each of the parties thereto enforceable under all applicable laws;

(g) that all consents, approvals, notices, filings, recordations, licences, orders, authorisations, publications, registrations and other similarformalities which are necessary under any applicable laws or regulations in order to permit the execution, performance or enforceability ofthe Distribution Agreement have been duly made or obtained within the period permitted by such laws or regulations;

(h) that the Distribution Agreement has been entered into for bona fide commercial reasons and on arm’s length terms by each of the parties

thereto, the Distribution Agreement has not been entered into as a result of misrepresentation, mistake, duress or unlawful activity, and therehas been no fraud inducing any party to enter into the Distribution Agreement on the terms set out therein;

(i) the performance of any obligations under the Distribution Agreement that either fall to be performed outside England or that are impacted by

applicable local law, is not contrary to applicable local law and there is no local legal requirement that the performance of such obligationsby that party needs to be governed by local law;

(j) that the information revealed by our searches and enquiries of the public documents relating to the Company kept at Companies House in

Cardiff, including an online search in respect of the Company on the Companies House Service, and our oral enquiry of the Central Registryof Winding up Petitions referred to in paragraph 6(a) below was accurate in all respects and has not since the time of such searches orenquiries been altered; and

(k) that the Company will not as a consequence of the transactions contemplated by the Distribution Agreement and the Prospectus Supplement

become, insolvent or unable to pay its debts for the purposes of the Insolvency Act 1986 or any other analogous legislation.

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Opinion

6. On the basis of the assumptions set out above and subject to the qualifications set forth below and any matters not disclosed to us and having regardto such considerations of English law as we consider relevant, we are of the opinion that:

(a) the Company has been incorporated and registered in England and Wales and:

(i) our enquiry today of the public documents relating to the Company kept at Companies House in Cardiff, including an online

search in respect of the Company on the Companies House Service, revealed no order or resolution for the winding up of theCompany and no notice of appointment in respect of the Company of a liquidator, receiver, administrative receiver oradministrator; and

(ii) the Central Registry of Winding up Petitions has confirmed in response to our oral enquiry made today that no petition for thewinding up of the Company has been presented within the period of six months covered by such enquiry;

(b) the Company has the requisite legal authority to issue the Offered Shares and the issue of the Offered Shares has been duly authorised by all

necessary corporate action on the part of the Company; and

(c) when (i) the Offered Shares have been allotted and issued for consideration as described in the Prospectus Supplement and (ii) valid entries inthe books and registers of the Company have been made, the Offered Shares will be validly issued, fully paid and non-assessable (it beingunderstood that the term “non-assessable” has no recognised meaning under English law, and for the purposes of this opinion means that,under the Companies Act 2006 (as amended), the Articles and any resolution taken under the Articles approving the issuance of the OfferedShares, no holder of such Offered Shares is liable, solely because of such holder’s status as a holder of such Offered Shares, for additionalassessments or calls for further funds by the Company or any other person).

Qualifications

7. The opinions set forth above are subject to the following qualifications:

(a) the searches and enquiries of the public documents relating to the Company kept at Companies House in Cardiff, including an online searchin respect of the Company on the Companies House Service, and our oral enquiry of the Central Registry of Winding up Petitions referred toin paragraph 6(a) above are not conclusively capable of revealing whether or not:

(i) a winding up petition has been received or a winding up order has been made or a resolution passed for the winding up of the

Company; or

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(ii) an administration order has been made in relation to the Company; or

(iii) a receiver, administrative receiver, administrator or liquidator has been appointed in relation to the Company,

as notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the publicfile of the relevant company immediately. Those searches and enquiries are not capable of revealing, prior to the making of the relevantorder, whether or not a winding up petition or a petition for an administration order has been presented nor would they reveal if insolvencyproceedings have begun elsewhere;

(b) if any agreement is entered into for a purpose prohibited by sections 678 and 679 of the Companies Act 2006, it will be void;

(c) this opinion is subject to and may be limited by all applicable laws relating to bankruptcy, insolvency, administration, liquidation,reorganisation, moratorium or any analogous procedure and other laws of general application relating to or affecting the rights of creditors;

(d) we express no opinion as to taxation matters; and

(e) we express no opinion as to whether the Registration Statement or the Prospectus Supplement contains all the information required by

applicable law and/or regulation. 8. We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. We also hereby consent to the

filing of this opinion as an exhibit to the Company’s current report on Form 6-K to be filed with the Commission on 3 August 2021, which will beincorporated by reference into and deemed part of the Registration Statement. In giving this consent, we do not thereby admit that we are within thecategory of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Thisopinion is expressed as of the date of this opinion unless otherwise expressly stated, and we disclaim any undertaking to advise you of anysubsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Yours faithfully,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

DT

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